Common use of Liability and Indemnity Clause in Contracts

Liability and Indemnity. EXHIBITOR assumes sole responsibility and liability for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other matters.

Liability and Indemnity. EXHIBITOR assumes sole responsibility and liability for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to 10.1 Buyer shall indemnify, defend defend, HOLD and hold save harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, the Seller Indemnitees from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expensesClaims and Losses of Third Parties for loss of or damage to any property whatsoever or for injury, including reasonable attorney’s feesfatal injury, and death to any person whatsoever that arise out of or are connected with actions or omissions in the performance by Buyer of its obligations under this Agreement, or disbursements that arise out of or are connected with the handling, storage, sales, transportation, use, misuse, blending, processing or disposal by or on behalf of Buyer, Buyer’s customers, or their respective Affiliates or their contractors or carriers of any kind or nature whatsoevertier, which may be imposed onof any Fuel after such Fuel has been delivered to the Delivery Point, incurred byexcept in each case to the extent caused by Seller’s breach of the Agreement, or asserted against JUMP$TART the negligence or willful misconduct of Seller or any Seller Indemnitee. 10.2 Seller shall indemnify, defend and save harmless the Buyer Indemnitees from and against any and all Claims and Losses of such indemnities in Third Parties for loss of or damage to any way relating property whatsoever or for injury, including fatal injury, and death to or arising any person whatsoever that arise out of or are connected with actions or omissions in the performance by Seller of its obligations under this Agreement (including EXHIBITOR’S Agreement, or that arise out of or are connected with the handling, storage, sales, transportation, use, misuse, blending, processing or disposal by or on behalf of Seller or its Affiliates or their contractors or carriers of any tier, of any Fuel prior to the time such Fuel has been delivered to the Delivery Point, except in each case to the extent caused by Buyer’s breach of this the Agreement) and/or EXHIBITOR’S use , the negligence or willful misconduct of exhibits Buyer or attendance at any Buyer Indemnitee. 10.3 The liability of Seller for any loss, damage, claim or other expenditure arising from Seller failing to perform its obligations under the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant Agreement shall be limited to the provisions prompt refund of this sectionthe price of an affected delivery or (at Seller’s option), the replacement of affected Fuel at no additional cost to Buyer. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART The preceding sentence and limitations shall not apply in relation to any indemnities owed by the Seller to the Buyer, including under preceding Section 10.2. 10.4 Notwithstanding anything to the contrary in these General Terms and Conditions or the Agreement, neither Party shall, under any circumstances, be liable to the other Party for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such eventconsequential, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirectpunitive, punitive or consequential exemplary damages whatsoeverarising out of or related to the transactions contemplated under this Agreement, including, but not limited to, lost profits or loss of business, or business interruption damages, even if apprised of the likelihood of such damages occurring, and regardless of whether available in tort or agreement or by statute. JUMP$TART makes no representations These limitations shall apply even if it causes a remedy in this Agreement to have failed of its essential purpose. the limitations of this Section 10.4 shall not prevent the recovery through the indemnification provisions of this Article 10 of consequential, incidental, special, punitive, or warranties, express or implied, regarding exemplary damages suffered by and paid to a Third Party by an indemnified Party (excluding Third Party customers of an indemnified Party) as a result of actions included in the CONFERENCE or regarding any other mattersprotection afforded by the indemnification provisions of Article 10.

Liability and Indemnity. EXHIBITOR assumes sole responsibility (a) Notwithstanding anything else contained in this Agreement, the Maintenance Authorities shall not be responsible for loss of or damage to the property of the Cableship Operators or of their Contractors and liability sub-Contractors, including the Cableships, or for all damages personal injury or injuries death of the employees of the Cableship Operators or the loss of or damage to the property of the same arising out of, resulting from, of or in any manner way connected with its exhibit (including installation and dismantling) that may be suffered the performance of this Agreement, except if such loss, damage injury or death is caused by (a) EXHIBITOR and its employees and representativesthe wilful act or negligence of the Maintenance Authorities, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premisesContractors. EXHIBITOR agrees to The Cableship Operators shall indemnify, defend and protect, defend, hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, waive all rights of recourse against the Maintenance Authorities from any and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitsclaims, costs, expenses, including reasonable attorney’s feesactions, proceedings, suits, demands and liabilities whatsoever arising out of or in connection with such loss, damage, personal injury or death. (b) Notwithstanding anything else contained in this Agreement, the Cableship Operators shall not be responsible for loss of or damage to, or disbursements any liability arising out of any kind cable carried by the Cableships, the Property of the Maintenance Authorities (including the Scheduled Cables) or nature whatsoeverof their employees or Contractors (other than the Cableship Operators) or of anyone on board the Cableship or present in the Depot at the behest of the Maintenance Authorities, which may be imposed on, incurred by, arising out of or asserted against JUMP$TART or any of such indemnities in any way relating to connected with the performance of this Agreement, except if such loss or damage is caused by the wilful act or negligence of the Cableships Operators. The Cableship Operators shall not be responsible for injury or death unless it is proved that such injury or death is caused by wilful act or negligence of the Cableship operators, their employees or Contractors. The Maintenance Authorities shall indemnify, protect, defend hold harmless and waive all rights of recourse against the Cableship Operators from any and against all claims, costs, expenses, actions, proceedings, suits, demands and liabilities whatsoever arising out of this Agreement or in connection with such loss, damage, personal injury or death. (including EXHIBITOR’S breach c) Neither the Cableships Operators nor the Maintenance Authorities shall be liable to each other for any indirect or consequential damages or expenses whatsoever arising out of or in connection with the performance of this Agreement, including but not limited to, loss of use, loss of profit or revenue or any loss of business opportunity and cost of insurance. (d) and/or EXHIBITOR’S use of exhibits When the Cableship Operators or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to Maintenance Authorities may seek an indemnity under the provisions of this section. Proof Agreement or against each other in respect of a claim brought by a third party, the Maintenance Authorities shall seek to limit their liability against such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other mattersthird party.

Liability and Indemnity. EXHIBITOR assumes sole responsibility Lessee covenants and liability for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, hold harmless, save and defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, Lessor from and against any and all liabilitiesloss, obligationsdamage, lossesclaim, damagescost, penaltiescharge or expense arising or resulting from: (i) Lessee's use of the Premises; (ii) the conduct of Lessee's business or anything else done or permitted by Lessee to be done in or about the Premises; (iii) any breach or default in the performance of Lessee's obligations under this Lease; or (iv) other acts or omissions of Lessee. Lessee shall defend Lessor against any such loss, actionsdamage, judgmentsclaim, suitscost, charge or expense at Lessee's sole cost and expense with counsel reasonably acceptable to Lessor or, at Lessor's election, Lessee shall reimburse Lessor for any legal fees or costs incurred by Lessor in connection with any such claim. As a material part of the consideration to be rendered to Lessor, Lessee hereby assumes all risk of damage to property or injury to persons in or about the Premises from any cause other than Lessor's negligence or willful misconduct and Lessee hereby waives all claims against Lessor and agrees to indemnify Lessor against all claims in respect thereof, except for any claim arising out of Lessor's negligence or willful misconduct. Lessee further covenants and agrees to indemnify, hold harmless, save and defend Lessor from and against any and all claims, liens, liability, loss or damage, including, but not limited to, costs, expenses, including reasonable attorney’s fees, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or and attorneys' fees arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits Lessee's obligations under the California Occupational Safety and Health Act or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant any similar laws or statutes pertaining to the provisions provision of this sectiona safe place or safe equipment to employees. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART Lessee hereby agrees that Lessor shall not be liable for failure injury to deliver exhibit space Lessee's business or any loss of income therefrom or for damage to EXHIBITOR as contracted the goods, wares, merchandise or other property of Lessee, Lessee's employees, invitees, customers, or any other person in or about the Premises, nor shall Lessor be liable for herein due injury to causes beyond JUMP$TART’S controlthe person of Lessee, Lessee's employees, agents or contractors, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, or from any other cause, whether the said damage or injury results from conditions arising upon the Premises or upon other portions of the building of which the Premises are a part, or from other sources or places and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible to Lessee. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances Lessor shall JUMP$TART not be liable for any lost profits damages arising from any act or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding neglect of any other matterslessee, if any, of the building in which the Premises are located.

Liability and Indemnity. EXHIBITOR assumes sole responsibility and liability 9.1 We are not liable in contract, tort or otherwise to you for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be loss suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to the Custody Service except to the extent that the Corporations Act, this JBWere Multi-Asset Platform Agreement, or arising an Additional Service Agreement impose such liability. 9.2 Subject to the Corporations Act, our liability to you is limited to the value of your Custody Portfolio. 9.3 Our liability to any person other than you in respect of the Custody Service is limited to our ability to be indemnified from the assets held by us under the Custody Service. 9.4 In addition to any indemnity allowed by law and the indemnities under the Custody Service Deed and clause 23.4 of Division 1 of the JBWere Multi- Asset Platform Agreement, we are entitled to be indemnified out of the assets held by us under the Custody Service for any liability incurred by us in properly performing or exercising any of our powers or duties under the JBWere Multi-Asset Platform Agreement, an Additional Service Agreement, or in relation to a Service. 9.5 Without limitation, the indemnity under clause 9.4 includes any liability incurred as a result of any act or omission of a Custodian, delegate or agent appointed by us, or any agent or delegate of such a person. 9.6 Where a liability is incurred pursuant to a proper exercise of our powers under the JBWere Multi- Asset Platform Agreement or at law, we may exercise any of our rights of indemnification or reimbursement out of the assets held by us under the Custody Service to satisfy that liability to any creditor or us (in our capacity as custodian), despite any loss you may have suffered or any diminution in the value of the assets held by us under the Custody Service as a consequence of any unrelated act or omission by us or by any person or entity acting on our behalf. 9.7 It is not necessary for us to incur an expense or make a payment before enforcing an indemnity. 9.8 Despite this clause 9, we are liable to you if you suffer loss due to a failure by us or any Custodian to comply with our duties under this Agreement (including EXHIBITOR’S breach or to observe reasonable standards generally applied by providers of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant custody services similar to the provisions of this sectionCustody Service. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall We will not however be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable you for any lost profits or losses you incur on the Insolvency of any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding Custodian provided we have taken reasonable care in the CONFERENCE or regarding any other mattersappointment and monitoring of that Custodian.

Liability and Indemnity. EXHIBITOR assumes sole responsibility Warranty obligations during the warranty periods Obligations of Registrant and liability Tarion for major structural defects Obligations of Registrant if acting as a vendor 2.1 It is understood and agreed that where the Registrant builds a home for or on behalf of a vendor, whether or not such vendor is registered under the Act, then the Registrant shall be responsible for fulfilling each and every obligation imposed upon the Registrant by the Act, the Regulations, this Agreement and any Bulletins, in respect of the construction of such home (and completion items) for which the Registrant has received payment, and the Registrant shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or injuries hereafter suffered or incurred by Tarion resulting from (or arising out of) non-performance or inadequate performance of such work, resulting from, in whole or in part, provided written notice of a claim against the Registrant (or in respect of any manner connected with its exhibit (including installation home enrolled or that ought to have been enrolled by the Registrant) has been given to Tarion within the relevant warranty period(s). This paragraph shall not limit the right of Tarion to enforce obligations owed by the vendor of such home to Tarion. 2.2 Without limiting the generality of the foregoing, it is understood and dismantling) agreed that may be suffered by (a) EXHIBITOR the Registrant shall indemnify and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold save Tarion harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitsclaims, costs, expenses, including reasonable attorney’s fees, damages and/or liabilities whatsoever heretofore or disbursements of any kind hereafter suffered or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to by ▇▇▇▇▇▇ resulting from (or arising out of this Agreement of) any major structural defect in any home enrolled (including EXHIBITOR’S breach of this or that ought to have been enrolled) by the Registrant, all in accordance with the Act and Regulations. 2.3 It is further understood and agreed that in the event the Registrant acts as a vendor without registering with Tarion as a vendor (and without executing a Vendor Agreement) then the Registrant shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or EXHIBITOR’S use liabilities whatsoever heretofore or hereafter suffered or incurred by Tarion resulting from (or arising out of) any failure to perform or fulfil the obligations that the Registrant would have been obliged to fulfil had the Registrant registered as a vendor with ▇▇▇▇▇▇ and executed a Vendor Agreement with Tarion. Enforcement of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART obligations 2.4 Tarion shall not be liable for failure obliged to proceed against the vendor of any home enrolled (or that ought to have been enrolled) in respect of which the Registrant acted as a builder, prior to proceeding to enforce the obligations of the Registrant under this Agreement. Preservation of rights and claims against others 2.5 The Registrant shall preserve all assignable rights and claims that the Registrant may have against manufacturers, suppliers, vendors, builders, contractors, sub-contractors and others in respect of any major structural or other construction defect(s), or with respect to any contravention of the Ontario Building Code, in respect of any homes enrolled (or that ought to have been enrolled) by the Registrant, and in those circumstances where the Registrant is not diligently enforcing or pursuing such rights and claims, and to the extent permitted by law, the Registrant shall, forthwith upon the request of Tarion, assign and transfer all such rights and claims to and in favour of ▇▇▇▇▇▇, and shall execute and deliver exhibit space such assignments and other instruments and do such acts and things as ▇▇▇▇▇▇ may reasonably require in order to EXHIBITOR enable Tarion to prosecute and enforce such rights and claims as contracted for herein fully and effectually as the same could be prosecuted and enforced by the Registrant. Administration fee 2.6 The Registrant shall pay to Tarion an administration fee equivalent to fifteen (15%) per cent (or such other per cent as may be stipulated from time to time by the Regulations) of each amount paid out by Tarion to any purchaser(s), homeowner(s) or third party contractor(s)/consultant(s) in respect of the obligations imposed upon the Registrant by the Act, the Regulations, this Agreement and/or the Bulletins. Interest on debt 2.7 The Registrant shall pay to Tarion interest on any amounts owed to Tarion by the Registrant by virtue of the Act, the Regulations, this Agreement and/or the Bulletins, which interest shall accrue at the rate of eighteen (18%) per cent per annum, calculated annually, not in advance (or such other interest rate as may be stipulated from time to time by the Regulations) and accruing from and after the respective date(s) that any amount(s) is/are so due or owing to causes beyond JUMP$TART’S controlTarion, to and until the date that all such amounts (together with all interest accrued thereon as aforesaid) have been fully paid or remitted to Tarion. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding Binding nature of the CONFERENCE or regarding any other matters.Agreement

Liability and Indemnity. EXHIBITOR assumes sole 9.1 TÜV SÜD undertakes to exercise due care and skill in the performance of the Services and accepts responsibility only in cases of proven negligence. 9.2 Nothing in these Standard Terms and Conditions shall exclude or limit TÜV SÜD liability to the Client for all damages death or injuries personal injury or for fraud or any other matter resulting from TÜV SÜD negligence for which it would be illegal to exclude or limit its liability. 9.3 Subject to clause 9.2, the total liability of TÜV SÜD to the Client in respect of any claim for loss, damage or expense of any nature and howsoever arising out ofshall be limited, resulting fromin respect of any one event or series of connected events, to an amount equal to the fees paid to TÜV SÜD under the Contract (excluding Goods and Service Tax thereon). 9.4 Subject to clause 9.2, TÜV SÜD shall have no liability to the Client for claim for loss, damage or expense unless arbitral proceedings are commenced within six months after the date of the performance by TÜV SÜD of the service which gives rise to the claim or in the event of any manner connected with its exhibit (including installation and dismantling) that may alleged non-performance within six months from the date when such service should have been completed. 9.5 TÜV SÜD shall not be suffered by liable to the Client nor to any third party: (a) EXHIBITOR for any loss, damage or expense arising from (i) a failure by Client to comply with any of its obligations herein (ii) any actions taken or not taken on the basis of the Reports; and (iii) any incorrect results, Reports arising from unclear, erroneous, incomplete, misleading or false information provided to TÜV SÜD. 9.6 Except for cases of proven negligence or fraud by TÜV SÜD, the Client further agrees to hold harmless and indemnify TÜV SÜD and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agentsagents or subcontractors against all claims (actual or threatened) by any third party for loss, representatives, volunteers, successors damage or expense of whatsoever nature including all legal expenses and assigns, from related costs and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way howsoever arising (i) relating to the performance, purported performance or arising non-performance, of the Services or (ii) out of this Agreement or in connection with the Client's product, process or service the subject of the certification (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at including, without limitation, product liability claims). 9.7 Each party shall take out adequate insurance to cover its liabilities under the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other mattersContract.

Liability and Indemnity. EXHIBITOR assumes sole responsibility 14.1 BPE shall use reasonable endeavours to ensure that the Temporary Worker has the required standard of qualification and liability for all damages or injuries arising out ofexperience; nevertheless, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART BPE shall not be liable for any Liabilities arising from and in connection with any failure on the part of the Temporary Worker to perform the Services nor for any negligence whether wilful or otherwise, dishonesty, fraud, acts or omissions, misconduct or lack of skill of the Temporary Worker howsoever arising. 14.2 The Client shall indemnify and keep indemnified BPE against Liabilities incurred directly or indirectly by BPE arising out of or in connection with any Temporary Placement or arising out of any breach of the Agreement by the Client or arising out of the Client’s failure to deliver exhibit space comply with the AWR or if the Temporary Worker is unfairly dismissed or subjected to EXHIBITOR a detriment, such as, without limitation, the termination of a Temporary Placement, by or as contracted a result of any act or omission of the Client or for herein due any negligent or fraudulent act or omission of the Client, Candidate and/or Temporary Worker or for any infringement by the Client of BPE’s Intellectual Property Rights or as a result of the Client's breach of any of its obligations under this Agreement. 14.3 The Client understands and accepts that the decision whether to causes beyond JUMP$TART’S control. In such eventbe introduced to a Candidate or supplied with a Temporary Worker or Engage any Candidate or Temporary Worker is made solely at the discretion of the Client. 14.4 BPE accepts no liability arising from a failure by BPE to introduce any Candidate to the Client. 14.5 The Client indemnifies BPE in the event that BPE incurs any Liabilities arising from the Client directing, JUMP$TART will reimburse fees paid hereunder, less expenses incurred supervising and/or controlling the manner in which the Contractor and/or its worker(s) provide services to the Client. 14.6 Nothing in this Agreement limits or excludes the parties’ liability for: (a) death or personal injury caused by JUMP$TART, including advertising, administration and related expenses. Under no circumstances its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be limited or excluded by law. 14.7 Subject to clause 14.5 BPE shall JUMP$TART not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of or damage to goodwill; (f) loss of use or corruption of software, data or information; or (g) any lost profits or any incidental, special, indirect, punitive indirect or consequential damages whatsoever. JUMP$TART makes no representations loss. 14.8 Subject to clause 14.5, BPE's total liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or warrantiesotherwise, express arising under or impliedin connection with this Agreement in respect of all claims (connected or unconnected) in any 12 month period (from the Commencement Date), regarding shall be limited to the CONFERENCE or regarding any other mattersequivalent of the total Fees paid by the Client to BPE during the 12 month period in which such breach occurred.

Liability and Indemnity. EXHIBITOR assumes sole 14.1 In respect of online Publications, due to the nature of the Internet, no warranty or guarantee is given of uninterrupted or error-free running or that the Publication will be available at all times. 14.2 You are responsible for checking and ensuring the correctness of the Advertisement (and of each insertion of the Advertisement if more than one). Sunday and the Publisher therefore assume no responsibility and liability for all damages an error in an Advertisement or injuries arising out offor the repetition of an error in an Advertisement ordered for more than one insertion. 14.3 We do not warrant the date of the listing of the Advertisement, resulting fromthe wording, or the quality of the logo reproduction in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests the Advertisement. 14.4 Sunday or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall Publisher will not be liable for failure any loss of copy, artwork, photographs or other materials. 14.5 We are under no obligation to deliver exhibit space supply voucher copies or tearsheets. 14.6 While all reasonable endeavours will be made to EXHIBITOR forward to you, or as contracted you may direct, any replies to the Advertisement or any box numbers as soon as possible after they have been received by us, we accept no responsibility in respect of any loss or damage alleged to have arisen through delay in forwarding or omitting to forward such replies. 14.7 The aggregate and entire liability of Sunday and the Publisher arising out of or under the Agreement whether based in contract, tort, negligence or any other cause of action shall be limited to an amount equal to the Fee paid by the Buyer in respect of the Advertisement to which the liability relates or (in an appropriate instance) to the publishing of the Advertisement for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART a second time without charge. 14.8 Neither Sunday or the Publisher will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART in any event be liable (whether such liability is based in contract, tort, negligence or any other cause of action) for any lost profits loss of profit, production, anticipated savings, goodwill or business opportunities or any incidental, special, type of indirect, punitive economic or consequential damages whatsoever. JUMP$TART makes no representations loss even if that loss or warranties, express damage was reasonably foreseeable. 14.9 Nothing in these Terms shall exclude or implied, regarding limit our liability or that of the CONFERENCE Publisher for fraudulent misrepresentation or regarding death or personal injury resulting from Sunday’s or the Publisher’s negligence. 14.10 Without prejudice to any other mattersright or remedy available to us, you shall fully and promptly indemnify Sunday and the Publisher against all damages, proceedings, claims, demands, liabilities, losses, charges, costs and expenses which they may suffer or incur in connection with the Advertisement, any breach by you of the warranties at paragraph 12 or paragraph 15.2, the negligent or wrongful act or omission of the you or your employees, agents or sub-contractors or any claim made by the Advertiser against either or both of them arising from the Agreement or the publication of the Advertisement in the Publication.

Liability and Indemnity. EXHIBITOR assumes sole responsibility 10.1 The Licensee acknowledges that it uses the Intellectual Property at its own risk and liability acts on the basis of any advice given by the Licensor at its own risk. 10.2 The Licensee agrees that any employee or agent of the Licensor providing advice on behalf of the Licensor is not liable for all damages any loss, damage or injuries injury occasioned to the Licensee arising out offrom or caused by the use, resulting fromimplementation or provision of the Intellectual Property, advice or in any manner connected with its exhibit (including installation and dismantling) that may be suffered support under this Agreement or the use made of them by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests the Licensee or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) from any other persons lawfully on or about the convention premises. EXHIBITOR reason whatsoever. 10.3 The Licensee indemnifies and agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and keep the Licensor indemnified against any and all liabilitiesactions, obligationssuits, claims, demands, proceedings, losses, damages, penaltiescompensation, sums of money, costs (including solicitor and client costs), charges and expenses arising out of the use, reproduction, marketing or implementation of the Programme by the Licensee, its servants or agents. The defence of any litigation to which this clause applies is under the control of the Licensee, its solicitors and counsel and all legal costs and expenses of any such litigation are borne by the Licensee. The Licensor, its solicitors and counsel may participate in such litigation at the expense of the Licensor. 10.4 The Licensor warrants that the use of any or all of the Intellectual Property according to the Terms and conditions of this Agreement will not result in the infringements of proprietary rights of Armadale, Serpentine-Jarrahdale or third parties. 10.5 The Licensor indemnifies the Licensee against any losses, costs, actions, judgmentsclaims, suits, costsdemands, expenses, judgments, court orders or other liabilities arising directly or indirectly out of or in connection with any claim made or threatened, whether by legal proceedings or otherwise, against the Licensee by Armadale, Serpentine-Jarrahdale or a third party on the grounds that by virtue of rights to which such third party lays claim, under letters patent or copyright (whether registered as a design or not) or any other similar right or claim including reasonable attorney’s fees(but without limitation) rights arising from the disclosure under cover of confidence, such third party is entitled to prevent or disbursements interfere with the free use of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any all of such indemnities in any way relating the Intellectual Property by the Licensee pursuant to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other matters.

Liability and Indemnity. EXHIBITOR assumes sole responsibility 13.1. Each of FCR, FRANCE TELECOM and liability ELETTRA shall be liable for all direct damages to persons or injuries property arising out ofin the discharge of its obligations under this Agreement to the extent that such damages have resulted from the intentional or negligent acts or omissions of FCR, resulting fromFRANCE TELECOM or ELETTRA, its Agents or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representativesEmployees. FCR, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests FRANCE TELECOM or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend ELETTRA shall indemnify and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and the Maintenance Authority concerned against any and all liabilities, obligations, losses, damages, penaltiesclaims, actions, judgments, suits, costs, expenses, including reasonable attorney’s feesdemands, or disbursements judgements for such direct damages. 13.2. Each Maintenance Authority shall be liable for all direct damages to persons or property arising in the discharge of any kind its obligations under this Agreement to the extent that such damages have resulted from the intentional or nature whatsoevernegligent acts or omissions of the Maintenance Authority, which may be imposed onits Agents or Employees. Such Maintenance Authority shall indemnify and hold harmless FCR, incurred byFRANCE TELECOM or ELETTRA, as appropriate, against all claims, actions, demands or judgements for such direct damages. 13.3. Each of FCR, FRANCE TELECOM, or asserted ELETTRA shall be liable for injury or damages to persons or property sustained by its Employees or Agents in the course of their employment or agency to the extent that such injury or damages are not caused by the negligence or intentional acts or omissions of a Maintenance Authority and to that extent will indemnify and hold harmless the Maintenance Authorities against JUMP$TART all claims, actions, demands, or judgement for damages sustained by employees or Agents of FCR, FRANCE TELECOM or ELETTRA except to the extent that such claims, actions, demands and judgements arise out of the negligence or intentional acts of a Maintenance Authority. 13.4. The Central Billing Party shall exercise due care, diligence and promptness in the discharge of its duties and the Parties jointly shall indemnify and hold harmless the Central Billing Party against any of such indemnities in any way relating to claims, actions, demands or judgements arising out of this Agreement (including EXHIBITOR’S breach the Central Billing Party's performance, purported performance or nonperformance of its function under this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant except to the provisions extent that such claim, actions, demands or judgements arise out of this sectionthe negligence or intentional acts or omissions of the Central Billing Party. 13.5. Proof of such insurance Except as stated in Articles 13.1., 13.2., 13.3. and 13.4., no party shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits other damages suffered by any Party nor shall any Party be required to indemnify or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding hold harmless any other mattersParty against claims made by any person or entity against any Party for damages arising from the acts or omissions of any other Party in the discharge of their respective obligations under this Agreement.

Liability and Indemnity. EXHIBITOR assumes sole responsibility 14.1. The Client will indemnify and keep the Shiploader indemnified against all costs, consequences and liability whatsoever and which is not caused by or contributed to by the Shiploader. 14.2. The Shiploader will only be liable for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by failing to load the Grains onto the Vessel if such failure is: (a) EXHIBITOR and its employees and as a result of a material breach of this Agreement by the Shiploader (or the Shiploader’s employees, representatives, ); (b) other EXHIBITORS and their employees and representatives, as a result of fraudulent or unexplained physical stock shortage; or (c) conference attendeesas a result of a quality defect caused by the Shiploader's (or the Shiploader’s employees, guests representatives) negligence, wilful default, or visitorswilful misconduct. 14.3. It is agreed that the Shiploader will not be liable for any other loss or damage, and the Client irrevocably waives any actions arising out of or in connection with and such loss or damage, including but not limited to: (a) any special or unusual event or any natural process (as determined by the Shiploader acting reasonably) causing loss or damage to the Grains; (b) any loss or damage arising out of or related to the incidence or effect or both of any delays in the loading or unloading of trains, trucks, containers or ships unless such delays are caused by the Shiploader's (or the Shiploader’s employees, representatives, agents or contractors) negligence, wilful default or wilful misconduct; (c) any loss or damage arising out of or related to comingling of different Grades of Grain unless such comingling is caused by the Shiploader's (or the Shiploader’s employees, representatives, agents or contractors) negligence, wilful default or wilful misconduct; (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and natural deterioration of Grain; (e) in respect of any loss or damage arising out of or related to any quality or quantity deficiencies; (f) any loss or damage arising out of or related to Grain passing or failing to pass inspection by any surveyor, officer or inspector (if not the Shiploader’s employees or representatives); (g) any loss or damage arising out of or related to toxic or other persons lawfully on chemical residues, other contamination or about genetic modification unless caused by the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, Shiploader's (or the Shiploader’s employees, agents, representatives, volunteersagents or contractors) negligence, successors and assignswilful default or wilful misconduct; (h) any indirect or consequential loss (including but without limitation loss of profit, from and against any and all liabilitiesloss of opportunity or loss of reputation), obligationscost, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, damage or disbursements expense suffered or incurred directly or indirectly by the Client as a result of any kind loss or nature whatsoeverdowngrade of or damage to Grain however caused (including without limitation any loss, which may be imposed oncost, incurred by, damage or asserted against JUMP$TART expense caused by the failure of the Shiploader to comply with any of its obligations under this Agreement or any negligent act or omission on the part of such indemnities the Shiploader, its employees or agents). 14.4. In any event, the Shiploader’s liability in respect of providing the Port Terminal Services under this Agreement whether in tort or in contract or otherwise, will not exceed $100,000 in respect of any way one event or $250,000 in aggregate. 14.5. To the extent permitted by law the Shiploader excludes all conditions and warranties implied at law or by statute relating to or arising out the obligations of this Agreement (including EXHIBITOR’S breach of the Shiploader under this Agreement. 14.6. The Shiploader’s liability under any non-excludable implied condition or warranty is limited to: (a) and/or EXHIBITOR’S use in the case of exhibits or attendance at services, the Conference. EXHIBITOR further agrees to obtainlowest of the costs of supplying the services again and having the services supplied again; and (b) in the case of goods, maintain the lowest of the costs of replacing the goods, acquiring equivalent goods and pay for general insurance coverage in amounts sufficient to insure against having the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other mattersgoods repaired.

Liability and Indemnity. EXHIBITOR assumes sole responsibility and Landlord shall not have any liability to ----------------------- Tenant or any of Tenant's officers, employees or agents for all damages any damage or injuries injury to person or property, or both, directly or indirectly caused by or arising out of, resulting from, in whole or in part, any manner connected act or failure to act of Landlord or any of Landlord's employees or agents, unless such damage or injury is the direct result of the negligence of Landlord or the failure of the Project to comply with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representativesapplicable local, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereofstate, and (e) federal regulations, including but not limited to the Americans With Disabilities Act, provided such was enacted subsequent to the delivery of Final Plans. Landlord shall have no personal liability with respect to any other persons lawfully on of the provisions of this Lease. If Landlord is in default with respect to its obligations under this Lease, Tenant shall look solely to the equity of Landlord in and to the Demised Premises for satisfaction of Tenant's remedies, if any. It is expressly understood and agreed that Landlord's liability under the terms of this Lease shall in no event exceed the amount of its interest in and to the Demised Premises. Such exculpation of personal liability is absolute and without exception whatsoever. All personal property brought into the Demised Premises by Tenant, or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, Tenant's employees, agents, representativesor business visitors, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or disbursements of any kind or nature whatsoever, which may shall be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtainrisk of Tenant only, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART Landlord shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits theft thereof or any incidentaldamage thereto occasioned by any act of co- tenants, specialoccupants, indirect, punitive invitees or consequential damages whatsoever. JUMP$TART makes no representations other users of the Improvements or warranties, express or implied, regarding the CONFERENCE or regarding any other mattersperson. Moreover, during the Lease Term, Tenant shall pay, and shall protect, indemnify and hold harmless Landlord and Landlord's beneficiaries, employees and agents from, against and in respect of, all liabilities, damages, losses, costs, expenses (including all reasonable attorneys' fees and expenses of Landlord), causes of action, suits, claims, demands and judgments of any nature whatsoever arising out of, by reason of or in connection with the Lease.

Liability and Indemnity. EXHIBITOR assumes sole responsibility and 12.1 Client agrees that SHKFX or any member of the Group or any of their respective officers, employees or agents shall not have any liability whatsoever (other than those resulting from fraud, wilful default or a breach of Clause 3.4 on the part of SHKFX or such member of the Group) for all damages any loss, expense or injuries damage which Client may incur as a result of the performance or failure to perform this Agreement or as a result of any act or omission of any third party (whether or not appointed by SHKFX or any member of the Group) or howsoever arising out ofof any cause beyond the control of SHKFX or any member of the Group. Further, resulting fromSHKFX and each member of the Group and each of their respective officers, employees or agents accept no liability as a result of compliance with any applicable Regulatory Rules. This Clause 12.1, however, shall not be construed as in any manner connected way binding any member of the Group to comply with its exhibit any provision of this Agreement unless otherwise explicitly agreed by such member of the Group. 12.2 Client undertakes with SHKFX (including installation for itself and dismantlingfor the purpose of this indemnity, as trustee for each Indemnified Person (defined below)) that may be suffered by (a) EXHIBITOR to indemnify and its employees and representativesto keep indemnified SHKFX, (b) other EXHIBITORS members of the Group and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the ownersrespective officers, employees and representatives thereof, and agents (eeach an “Indemnified Person”) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, a full indemnity basis from and against any and all liabilities, obligations, losses, damages, penaltiesinterest costs, actions, judgmentsdemands, suitsclaims, costsproceedings, expenses, including reasonable attorney’s feescosts and liabilities of whatsoever nature (other than those resulting from fraud or wilful default on the part of SHKFX or any member of the Group) incurred, suffered or sustained by or made or brought against or threatened to be made or brought against each Indemnified Person directly or indirectly arising out of or in connection with the performance of any act or exercise of any right or discretion or any inaction taken or chosen by or for SHKFX and/or any member of the Group pursuant to this Agreement, or disbursements arising directly or indirectly from an Event of Default, or any act or omission by Client whether or not constituting a breach of any kind of its obligations under this Agreement or nature whatsoever, which may be imposed on, incurred by, directly or asserted against JUMP$TART indirectly as a consequence of reliance on any representation stated in this Agreement or the Account Application or any information provided by or for Client or directly or indirectly as a result of acting on any instruction, signature, instrument, notice, resolution, request, certificate, report or other document believed to be signed or given by the proper party(ies), whether the same is given verbally or in written form and whether the same is an original, facsimiled or electronic copy. 12.3 If any claim is made against SHKFX, any member of the Group and/or Client in connection with this Agreement, SHKFX and/or such indemnities member of the Group may, without prejudice to Clause 12.1 above, take any such steps at its/their discretion, including, without limitation, the withholding of payment or delivery to Client of any money and/or other property. 12.4 Client acknowledges that handling of Client’s Account(s) by any person or party other than the Client must be properly documented as prescribed by SHKFX from time to time (for example, in relation to giving of trading instructions, by completion of the relevant prescribed form applicable to Authorized Person or Authorized Third Party, as the case may be). Discretionary handling of clients’ accounts by SHKFX’s representatives is generally not permitted by SHKFX policy (and that if exception is granted it must be properly documented in a further SHKFX discretionary account agreement with a power of attorney). Client covenants not to hold SHKFX responsible in any way way, and shall indemnify SHKFX, for all and any loss, damage, interest, cost, action, demand, claim, liability, expense or proceeding of any nature whatsoever relating to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits resulting from the Client’s instruction, permission, acquiescence or attendance at the Conference. EXHIBITOR further agrees to obtainapproval to, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such eventor arrangement or understanding with, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits SHKFX representative or any incidental, special, indirect, punitive person or consequential damages whatsoever. JUMP$TART makes no representations party other than the Client (whether explicit or warranties, express tacit) to conduct discretionary trading on the Account or implied, regarding other handling in respect of the CONFERENCE Client’s Account(s) or regarding any other mattersClient’s money.

Liability and Indemnity. EXHIBITOR assumes sole responsibility Warranty obligations during the warranty periods Obligations for financial losses of purchasers Obligations of Registrant and liability Tarion for major structural defects 2.1 The Registrant shall diligently perform the obligations heretofore or hereafter imposed upon the Registrant by the Act, the Regulations, this Agreement and/or the Bulletins and shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or injuries hereafter suffered or incurred by Tarion resulting from (or arising out of) any non- performance or inadequate performance of such obligations, resulting fromin whole or in part, at the times, (and in the manner) as may be provided or contemplated by the Act, the Regulations, this Agreement and/or the Bulletins, provided written notice of a claim against the Registrant, or relating to any homes in respect of which the Registrant acted as Vendor (or that were enrolled by the Registrant) has been given to Tarion within the relevant warranty period(s). 2.2 The Registrant shall diligently perform the obligations of the Registrant under each purchase agreement heretofore or hereafter entered into by the Registrant relating to any manner connected home in respect of which the Registrant acted as Vendor (or that was enrolled by the Registrant). In the event of the failure of the Registrant to perform such obligations, the Registrant shall pay to each purchaser who has made a written claim to Tarion (in respect of his or her purchase agreement with its exhibit (including installation and dismantlingthe Registrant) that may be prior to the expiration of the applicable limitation period, the amount of the financial loss suffered by (a) EXHIBITOR and its employees and representativessuch purchaser plus, (b) other EXHIBITORS and their employees and representativesin the case of a condominium unit, (c) conference attendees, guests or visitors, (d) deposit interest which is owing by the HILTON CLEVELAND DOWNTOWN and Registrant to the owners, employees and representatives thereofpurchaser pursuant to the Condominium Act, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend shall indemnify and hold save Tarion harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitsclaims, costs, expenses, including reasonable attorney’s fees, damages and/or liabilities whatsoever heretofore or disbursements of any kind hereafter suffered or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to by ▇▇▇▇▇▇ resulting from (or arising out of this Agreement (including EXHIBITOR’S breach of this Agreementof) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof any non- payment of such insurance financial loss amount and interest. 2.3 Without limiting the obligations of the Registrant to Tarion arising under 2.1 and 2.2 hereof, it is understood and agreed that the Registrant shall be provided to JUMP$TART upon requestindemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or hereafter suffered or incurred by Tarion resulting from (or arising out of) any major structural defect in any home in respect of which the Registrant acted as Vendor (or that was enrolled by the Registrant), all in accordance with the Act and Regulations. JUMP$TART Enforcement of obligations 2.4 Tarion shall not be liable for failure obliged to deliver exhibit space proceed against the builder of any home in respect of which the Registrant acted as Vendor (or that was enrolled by the Registrant), prior to EXHIBITOR as contracted for herein due proceeding to causes beyond JUMP$TART’S controlenforce the obligations of the Registrant under this Agreement. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other matters.Vendor obligation to retain Registered Builder

Liability and Indemnity. EXHIBITOR assumes sole 5.1 LGC shall perform the Services with reasonable care and skill. Except to the extent that LGC can be shown to have been negligent in carrying out the Services or in providing information or advice to the Customer, LGC accepts no responsibility for the use made of any information or advice arising therefrom by the Customer or any third party. 5.2 The aggregate liability of LGC under this Agreement shall be limited to the value of the Services and the Customer shall have a duty to mitigate any loss suffered by it pursuant hereto. In no event shall LGC be liable for loss of profits, loss of business or revenue, loss or corruption of data, loss of opportunity, loss of anticipated savings, depletion of goodwill, any third party claims, or any indirect or consequential loss or damage, which arise out of or in connection with this Agreement. Nothing in this Agreement shall exclude or limit LGC’s liability for death or personal injury caused by the negligence of LGC, its employees or agents or for fraudulent misrepresentation. 5.3 LGC SPECIFICALLY EXCLUDES LIABILITY FOR CUSTOMER TRAVEL, ACCOMMODATION AND OTHER ANCILLARY EXPENSES IN THE EVENT THAT THE SERVICES ARE CANCELLED OR RESCHEDULED PURSUANT TO THIS AGREEMENT. WHILE LGC SHALL ENDEAVOUR TO PROVIDE AS MUCH NOTICE AS FEASIBLE PRIOR TO CANCELLATION OR RESCHEDULING, THE CUSTOMER IS ADVISED TO BEAR THIS IN MIND IN ITS TRAVEL AND ACCOMMODATION CHOICES. 5.4 LGC hereby excludes all damages conditions, warranties and stipulations statutory, express or injuries arising out of, resulting from, or in any manner connected with its exhibit implied (including installation any warranties relating to accuracy or completeness of a Training Course or that a Training Course is up-to-date and/or meets the Customer’s requirements) which would or might subsist in favour of the Customer except as expressly provided for in this Agreement or where the Customer is by law deemed to be a consumer. LGC further makes no warranties that any Training Course delivered electronically will be timely, secure, uninterrupted or error free. 5.5 Save insofar as LGC can be shown to have been negligent under clause 5.1, the Customer shall: (i) fully indemnify LGC and dismantlingLGC’s Personnel against any loss, damage or injury (including injury resulting in death) that may be suffered to property or person sustained by (a) EXHIBITOR and LGC and/or its employees and representativesPersonnel, (b) other EXHIBITORS and their employees and representativesthe Customer and/or its Personnel, (c) conference attendees, guests or visitors, Registered Delegates and (d) any third party, where such loss, damage or injury is caused by the HILTON CLEVELAND DOWNTOWN negligent act or omission of the Customer, Customer’s Personnel or its Registered Delegates; (ii) fully indemnify LGC against all financial liability (including professional costs) suffered or incurred by LGC as a result of, or in connection with any third party claim brought against LGC resulting from death, injury, damage or loss occasioned by the use, operation, methods or other results of the Services; (b) fully indemnify LGC and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and LGC’s Personnel against any and all liabilitiesloss, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorneydamage or injury arising as a result of the Customer or its Registered Delegates’ breach of these terms. 5.6 The Customer’s fees, or disbursements sole remedy in respect of any kind liability of LGC or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance its Personnel shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other mattersin damages.

Liability and Indemnity. EXHIBITOR assumes sole responsibility 8.1 No claim shall be made against CAAM or any Associate acting as delegate in accordance with clause 5.6 or any of their respective officers or employees or agents (together with CAAM called “Indemnified Persons” and liability for all damages each an Indemnified Person) to recover any damages, losses, costs or injuries expenses which the Client may suffer or incur by reason of, or arising out of, resulting fromthe carrying out by CAAM or on its behalf of its obligations and services under this agreement unless such damage, loss, cost, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered expense is caused by (a) EXHIBITOR and its employees and representativesthe negligence, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests wilful default or visitors, (d) fraud of the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s feesIndemnified Person concerned, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement (including EXHIBITOR’S by a breach of this Agreementagreement or of the Financial Services and Markets ▇▇▇ ▇▇▇▇ or the regulatory system (as defined in the FSA Rules) and/or EXHIBITOR’S use by the Indemnified Person concerned. 8.2 CAAM accepts no liability (whether in negligence or otherwise) for any default or non-performance by the Client or the Custodian or any counterparties or brokers, provided that CAAM has not acted negligently or in bad faith in selecting or using the services of exhibits any such broker or attendance at counterparty. If any broker or counterparty selected by CAAM should fail to deliver any necessary documents or fail to account for any transaction or investments, CAAM shall (with the Conference. EXHIBITOR further agrees Client’s prior written approval) take such steps on the Client’s behalf as appear to obtainCAAM to be reasonable to recover such documents or investments, maintain or any sums due, or compensation in lieu thereof, but (subject to any liability under clause 8.1 and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART clause) shall not be liable for such failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S controlif such steps are taken. In such event, JUMP$TART will reimburse fees paid hereunder, less All reasonable costs and expenses properly incurred by JUMP$TARTCAAM shall be charged to the Portfolio. 8.3 The Client shall at all times keep each of the Indemnified Persons fully and effectively indemnified (on an after tax basis) against any claims which may be made against them by third parties and any liabilities, including advertisingcharges, administration demands, proceedings, costs, or expenses whatsoever which any of them may suffer pay or incur as a result of, or in connection with, CAAM’s services under this agreement, except to the extent that the same is caused by the negligence, wilful default or fraud of the Indemnified Person concerned or by a breach of this agreement or of the Financial Services and related expenses. Under no circumstances Markets ▇▇▇ ▇▇▇▇ or the regulatory system (as defined in the FSA Rules) by the Indemnified Person concerned. 8.4 CAAM shall JUMP$TART be liable for inform the Client, as soon as reasonably practicable, of any lost profits third party claim arising as a result of the performance of its obligations hereunder and may, at the Client’s request, refer the conduct of such claim to the Client provided that such a referral does not invalidate any policy of insurance maintained by CAAM and only to the extent that such claim relates solely to the Client and not to any other Client of CAAM. 8.5 No warranty is given by CAAM as to the performance or profitability of the Portfolio or any incidental, special, indirect, punitive part of it. CAAM is not liable in respect of any failure of the Portfolio to meet any targeted returns stated in Schedule 2 or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other mattersotherwise.

Liability and Indemnity. EXHIBITOR A. Risk of loss and title passes from SELLER to BUYER when shipment is delivered to carrier. BUYER assumes sole all responsibility and liability of SELLER for all damages injury, loss or injuries arising out ofdamage resulting from handling, resulting fromresale, use or in misuse of the Materials after delivery to carrier. SELLER'S liability and BUYER'S exclusive remedy for any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or claims arising out of this Agreement are expressly limited at BUYER'S option to replacement of nonconforming goods or payment not to exceed the purchase price plus transportation charges thereon with respect to any Materials for which damages are claimed. Claims on the gross weight of bulk shipments will not be allowed. B. BUYER agrees to hold harmless and indemnify SELLER from all persons against any claims on any theory of legal liability (whether strict or otherwise), including negligence, for any claim, loss or expense on account of any injury, disease or death of persons (including EXHIBITOR’S breach BUYER'S employees), loss or damage to property (including BUYER'S) arising out of this Agreement) and/or EXHIBITOR’S failure by BUYER to properly handle, sell or use the Material or to disseminate safety and health information as provided in paragraph 1. C. SELLER agrees to defend at its expense and to hold BUYER harmless against any suit founded on a claim that the Materials delivered hereunder infringe any U.S. Letters Patent, and SELLER agrees to indemnify BUYER from any such judgments and costs resulting from any such suit. SELLER does not agree to defend or to hold BUYER harmless against suit founded on a claim of infringement of any U.S. Letters Patent covering the use of exhibits the Materials delivered hereunder in combinations with another material or attendance at in the Conferencepractice of any process. EXHIBITOR further agrees to obtainD. EXCEPT FOR OBLIGATIONS COVERED BY PARAGRAPH 2.C, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this sectionSELLER'S ENTIRE LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO BUYER'S ACTUAL DIRECT DAMAGES NOT TO EXCEED THE AMOUNT PAID TO SELLER HEREUNDER FOR THE MATERIAL RELATED TO THE CAUSE OF ACTION. Proof of such insurance shall be provided to JUMP$TART upon requestIN NO EVENT SHALL SELLER, ITS OFFICERS, AGENTS OR EMPLOYEES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING WHETHER BASED UPON NEGLIGENCE OR STRICT LIABILITY, FOR LOST PROFITS, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control3. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART WARRANTY -------- SELLER makes no representations or warrantieswarranty, express or implied, regarding concerning the CONFERENCE Materials furnished hereunder other than that they shall be of the quality and specifications stated herein. SELLER MAKES NO OTHER WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Any recommendations made by SELLER concerning uses or regarding any other mattersapplications of said Materials are believed reliable but SELLER makes no warranty of results to be obtained. BUYER ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR INJURY, LOSS OR DAMAGE RESULTING AFTER DELIVERY OF MATERIAL. 4. FORCE MAJEURE ------------- Except as to payments hereunder, a party shall be relieved from liability for delay in performance or nonperformance caused by circumstances beyond its control, including without limitation, strike, fire, riot, war, acts of God, governmental laws, regulations or requests, failure or shortage of or inability to obtain materials, equipment or transportation normally available from the source of supply. The affected party may omit purchases or deliveries during the period of continuance of such circumstances and the contract quantities shall be reduced by the quantities so omitted. In no event shall SELLER be required to purchase products or materials from others in order to deliver Material to BUYER.

Liability and Indemnity. EXHIBITOR OCCUPANT agrees to conduct its activities in FACILITY in a careful and safe manner. As a material part of the consideration to DISTRICT, OCCUPANT hereby assumes sole responsibility all risk of damage to and liability for all damages loss or injuries arising out oftheft of property, resulting fromas well as injury or death to persons, related in any way to OCCUPANT's use or occupancy of any portion of FACILITY from any cause whatsoever, including from communicable diseases, whether caused in whole or in part by DISTRICT, and OCCUPANT hereby waives all claims against DISTRICT relating in any manner connected with way to OCCUPANT’S use of FACILITY. OCCUPANT shall defend, indemnify, and save harmless DISTRICT and all of its exhibit (board members, employees, agents, insurers, and representatives from any and all claims, notices of claim(s), demands, suits, actions, proceedings, loss, cost, and damages of every kind and description, including installation and dismantling) that any attorney's fees and/or litigation expenses, which may be suffered brought or made against or incurred by (aDISTRICT, on account of loss of or damages to any property and/or for injuries to or the death of any person(s) EXHIBITOR and arising in whole or in part out of any act or omission by DISTRICT or its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officersboard members, employees, agents, representatives, invitees, or subcontractors, or arising in whole or in part out of OCCUPANT’S use of FACILITY, including but not limited to workers' compensation claims and unemployment disability compensation claims of employees of OCCUPANT. OCCUPANT’S obligation to defend, indemnify, and save harmless DISTRICT extends to claims, notices of claim(s), demands, suits, actions, proceedings, loss, cost, and damages arising from a communicable disease infection including, but not limited to, COVID-19. Unless agreed to in writing prior to use of the FACILITY, OCCUPANT understands that the DISTRICT will not provide security services for OCCUPANT’s personnel, volunteers, successors and assignsinvitees during the use of the FACILLITY. Accordingly, absent a written agreement to the contrary, OCCUPANT agrees and acknowledges that the DISTRICT is not responsible for protecting OCCUPANT’s personnel, volunteers, and invitees from threats, assaults, criminal acts, intrusion, terrorist or other attacks, acts of violence, and against other similar incidents or risks of harm or injury. Moreover, OCCUPANT agrees and acknowledges that the DISTRICT is not responsible for the loss, damage, or theft of property belonging to or brought to the FACILITY by OCCUPANT or OCCUPANT’s personnel, volunteers, and invitees. Accordingly, OCCUPANT agrees to defend, indemnify, and hold the DISTRICT and its representatives harmless in connection with any and all liabilitiesclaims asserted by or on behalf of OCCUPANT and/or any personnel, obligationsvolunteers, lossesand invitees of OCCUPANT relating to injury to person or property occurring because of, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s feesduring, or disbursements in connection with the use, occupancy, and/or presence of any kind anyone or nature whatsoeveranything in or upon the FACILITY, which may whether or not such injury is alleged to be imposed on, incurred by, the fault of the DISTRICT—in whole or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other matterspart.

Liability and Indemnity. EXHIBITOR assumes sole responsibility 9.1 The Registrar and liability its officers and employees shall not be liable to the Company for all damages or injuries arising out of, resulting from, any loss sustained by the Company or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representativesof the assets of the Company as a result of loss, (b) other EXHIBITORS and their employees and representativesdelay, (c) conference attendeesmisdelivery or error in transmission or any cable, guests telex, telefax or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s feestelegraphic communication, or disbursements of if any kind document accepted by the Registrar shall later proved to be forged or nature whatsoeverotherwise defective or orroneous PROVIDED THAT the Registrar shall remain liable for any loss arising from its fraud, which may be imposed onwilful default, incurred by, negligence or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits . 9.2 Neither party or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain its officers and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant employees shall be liable to the provisions other party in respect of this section. Proof any loss, liability, claim, cost, expense (including legal expenses) or damage suffered or incurred by the other party as a result of the proper and timely discharge of its duties and obligations hereunder, save where such insurance shall be provided to JUMP$TART upon request. JUMP$TART loss, liability, claim, cost, expense or damage is suffered or incurred as a result of its fraud, wilful default or negligence. 9.3 The Registrar shall not be required to take any legal action in connection with this Agreement unless fully indemnified to its reasonable satisfaction for all costs and liabilities that may be incurred or suffered by the Registrar and, if the Company requires the Registrar to take any action of whatsoever nature which (in the reasonable opinion of the Registrar) might make the Registrar liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be the payment of money or liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding in any other mattersway, the Registrar shall be, and shall be kept, indemnified in any reasonable amount and form satisfactory to the Registrar as a prerequisite to taking action. 9.4 The Registrar shall be entitled to obtain legal advice from its legal and other professional advisors for the time being and/or the opinion of counsel on any matter relating to the performance of this Agreement and the opinion of such advisors shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and, if the Company shall give its prior written approval to the obtaining of any such advice or opinion, such advice or opinion shall be obtained at the expense of the Company.

Liability and Indemnity. EXHIBITOR OCCUPANT agrees to conduct its activities in FACILITY in a careful and safe manner. As a material part of the consideration to DISTRICT, OCCUPANT hereby assumes sole responsibility all risk of damage to and liability for loss or theft of property, as well as injury or death to persons, related in any way to OCCUPANT’s use or occupancy of any portion of FACILITY from any cause whatsoever, including when caused in whole or in part by OCCUPANT, and OCCUPANT hereby waives all claims in respect thereof against DISTRICT. OCCUPANT shall indemnity, defend, and save harmless DISTRICT and all of its employees, agents, and representatives from any and all claims, notices of claim(s), demands, suits, actions, proceeds, loss, cost, and damages of every kind and description, including any attorney’s fees and/or litigation expenses, which may be brought or injuries arising out of, resulting frommade against or incurred by DISTRICCT, or account of loss of or damages to any property and/or for injuries to or the death of any person(s) arising in whole or in part out of any manner connected with act or omission by OCCUPANT or its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, invitees, or subcontractors, or arising in whole or in part out of its and/or their use of FACILITY, or arising in whole or in part out of workers’ compensation claims or unemployment disability compensation claims of employees of OCCUPANT or out of claims under similar such laws. Unless agreed to in writing prior to use of the FACILITY, OCCUPANT understand that the DISTRICT will not provide security services for OCCUPANT’s personnel, volunteers, successors and assignsinvitees during the use of the FACILITY. Accordingly, absent a written agreement to the contrary, OCCUPANT agrees and acknowledges that the DISTRICT is not responsible for protecting OCCUPANT’s personnel, volunteers, and invitees from threats, assaults, criminal acts, intrusion, terrorist or other attacks, acts of violence, and against other similar incidents or risks of harm or injury. Moreover, OCCUPANT agrees and acknowledges that the DISTRICT is not responsible for the loss, damage, or theft of property belonging to or brought to the FACILITY by OCCUPANT or OCCUPANT’s personnel, volunteers, and invitees. Accordingly, OCCUPANT agrees to defend, indemnify, and hold the DISTRICT and its representatives harmless in connection with any and all liabilitiesclaims asserted by or on behalf of OCCUPANT and/or any personnel, obligationsvolunteers, lossesand invitees of OCCUPANT relating to injury to person or property occurring because of, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s feesduring, or disbursements in connection with the use, occupancy, and/or presence of any kind anyone or nature whatsoeveranything in or upon the FACILITY, which may whether or not such injury is alleged to be imposed on, incurred by, the fault of the DISTRICT – in whole or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other matterspart.

Liability and Indemnity. EXHIBITOR assumes sole responsibility A. Tenant agrees to indemnify and liability for save Landlord harmless from all damages claims (including costs and expenses of defending against such claims) arising or injuries arising out ofalleged to arise from any act or omission of Tenant or Tenant's agents, resulting fromemployees, invitees or contractors, or arising from any injury to any person or damage to the property of any person occurring during the Term of this Lease in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premisesLeased Premises. EXHIBITOR Tenant agrees to indemnifyuse and occupy the Leased Premises and other facilities of the Building at Tenant's own risk and hereby releases Landlord, defend and hold harmless JUMP$TART and Landlord's agents or employees, from all claims for any damage or injury to the full extent permitted by law, regardless of cause or origin, including negligence of Landlord, its subsidiaries and affiliates, directorsagents, officers, or employees, but not including Landlord's gross negligence or wilfull misconduct. B. Tenant waives any and all rights of recovery, claim, action, or cause of action, against Landlord, its agents, representativesofficers, volunteersor employees, successors for any loss or damage that may occur to the Leased Premises, or any improvements thereto, or the Project, or any improvements thereto, or any personal property of such party therein, by reason of fire, the elements, or any other cause which could be insured against under the terms of standard fire and assignsextended coverage insurance policies, regardless of cause or origin, including negligence of Landlord, its agents, officers, or employees, but not including Landlord's gross negligence or wilful misconduct, and Tenant covenants that no insurer shall hold any right of subrogation against Landlord and all such insurance policies shall be amended or endorsed to reflect such waiver of subrogation. C. Tenant, to the extent permitted by law, waives all claims Tenant may have against Landlord, and against Landlord's agents and employees for injury to person or damage to or loss of property sustained by Tenant or by any occupant of the Leased Premises, or by any other person, resulting from any part of the Building or any equipment or appurtenances becoming out of repair, or resulting from any accident in or about the Building or resulting directly or indirectly from any act or neglect of any tenant or occupant of any part of the Building or of any other person, regardless of cause or origin, including negligence of Landlord, its agents, officers, or employees, unless such damage is a result of the gross negligence or wilful misconduct of Landlord, or Landlord's agents or employees. If any damage results from any act or neglect of Tenant and (except in the case where Landlord determines the repair of such damage to be an emergency, in which case Landlord may repair immediately) Tenant fails to repair such damage within ten (10) days following such damage, then Landlord may, at Landlord's option, repair such damage, and Tenant shall thereupon pay to Landlord the total cost of such repair. All personal property belonging to Tenant or any occupant of the Leased Premises that is in or on any part of the Building shall be there at the risk of Tenant or of such other person only, and Landlord, Landlord's agents and employees shall not be liable for any damage thereto or for the theft or misappropriation thereof, regardless of cause or origin, including negligence of Landlord, its agents, officers, or employees, but not including Landlord's gross negligence or wilful misconduct, unless such damage, theft or misappropriation is a result of the gross negligence of Landlord or Landlord's agents or employees. Tenant agrees to indemnify and hold Landlord harmless from and against any and all liabilitiesloss, obligationscost, losses, damages, penalties, actions, judgments, suits, costs, expenses, claim and liability (including reasonable attorney’s attorneys' fees, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating ) for injuries to all persons and for damage to or arising out loss of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits property occurring in or attendance at about the Conference. EXHIBITOR further agrees to obtainBuilding, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such eventany act or negligence or default under this Lease by Tenant, JUMP$TART will reimburse fees paid hereunderTenant's contractors, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits agents or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other mattersemployees.

Liability and Indemnity. EXHIBITOR assumes sole responsibility 10.1 This paragraph 10 shall be in addition to the liability and liability indemnity provisions set out elsewhere in this Agreement. 10.2 We shall not under any circumstances be liable to you or any third party (including your customers, invitees, affiliates, employees or contractors) for all damages any indirect, incidental, punitive, special or injuries consequential loss, cost or damage of any kind including loss of business, profits, revenue, contracts, goodwill, anticipated savings, production or claims by any other parties whether arising out ofof negligence, resulting frombreach of statutory duty, breach or in non-performance of this Agreement, any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests act or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, omission of our employees, agents, representativesor sub-contractors, volunteersor otherwise. 10.3 We exclude all statutory and tortious liability incurred by you or any third party (including your customers, successors and assignsinvitees, from and against any affiliates, employees or contractors) and all liabilities, obligations, liability for any losses, damages, penaltiescosts, expenses incurred by you or any third party (including your customers, invitees, affiliates, employees or contractors) arising from or in connection with this Agreement. 10.4 To the fullest extent allowed by the law, we do not give any assurances, guarantees, or warranties, either express or implied, in relation to the Services. 10.5 In the event of a Planned Outage of equipment provisioned for your use in the Work Area, we shall use best efforts to provide to you reasonable notice of such Planned Outage. Notwithstanding the foregoing, we shall not be liable to you for any loss or damage suffered by you in relation to any interruption of our Services due to any Planned Outage. 10.6 You must indemnify and keep us indemnified in full from and against all claims, demands, actions, judgmentssuits, suitsproceedings, damages, costs, expenses, including reasonable attorney’s fees, or disbursements loss and expenses of any kind nature whatsoever and howsoever that we may suffer or nature whatsoeverincur arising out of any occurrences in or the use of the Building by you, which may be imposed onyour customers, incurred byaffiliates, agent, contractors or asserted against JUMP$TART or any of such indemnities in any way relating to invitees or arising out of this Agreement (including EXHIBITOR’S the breach of this Agreement) and/or EXHIBITOR’S use of exhibits the Agreement or attendance at the Conference. EXHIBITOR further agrees to obtainCustomer Equipment or any other equipment located in the Work Area, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant or any loss or damage to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such eventBuilding caused directly or indirectly by you, JUMP$TART will reimburse fees paid hereunderyour agent, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits contractors or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other mattersinvitees.

Liability and Indemnity. EXHIBITOR assumes sole responsibility 14.1 GCS will test and liability for all damages reference check Candidates and Personnel as far as it is practical to do so. While GCS will make every effort to maintain high standards of integrity and reliability among Personnel, GCS do not represent, warrant or injuries arising out of, resulting from, guarantee that Candidates and Personnel will achieve a certain level of performance or in any manner connected with its exhibit (including installation outcome or solve a particular problem or attain a specific goal and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall will not be liable for any claim, costs, error, loss, expense, suit, cause of action, damage or delay arising from: (a) any failure to deliver exhibit space to EXHIBITOR as contracted provide Personnel for herein due to causes beyond JUMP$TART’S control. In such eventall or part of a request for Services; or (b) lack of skill, JUMP$TART negligence, dishonesty or misconduct on the part of the Personnel. 14.2 For the avoidance of doubt, GCS will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART not be liable for any lost profits loss, damage or injury caused by Personnel whilst under the supervision of the Hirer, being: (a) loss, damage or injury in a workplace which is unattended or has inadequate or inappropriate internal controls or safeguards; (b) loss occasioned by theft resulting from Personnel handling cash, negotiable instruments, valuables, merchandise or any incidentalother property of value; (c) loss occasioned by theft or fraud resulting from Personnel involvement in payroll activities; or (d) loss, specialdamage or injury to property owned, indirectoperated or leased by the Hirer and property that is in the Hirer’s custody, punitive care or consequential damages whatsoever. JUMP$TART makes control, including motor vehicles, trucks and their contents. 14.3 GCS acknowledges that the Personnel, save for any permanently employed by the Hirer or the Hirer’s Trading Entities under clauses 3.9, 3.10 or 3.11, have no representations contractual relationship with the Hirer, the Hirer’s Trading Entities, or warrantiesany Client, express by virtue of these Terms and Conditions. 14.4 The Hirer indemnifies and holds harmless and continues to indemnify and hold harmless GCS against any claim, cost (including legal costs on a full indemnity basis), liability, suit, cause of action, damage or impliedloss suffered or incurred as a result of: (a) a breach of these Terms and Conditions by the Hirer including any termination of employment of Personnel while on assignment; and (b) a breach of occupational health and safety laws, regarding the CONFERENCE or regarding any other mattersincluding incidents involving contaminants, pollutants and hazardous substances.

Liability and Indemnity. EXHIBITOR assumes sole responsibility and liability for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN OMNI ▇▇▇▇ LOUISVILLE and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other matters.

Liability and Indemnity. EXHIBITOR assumes sole responsibility 9.1 Except to the extent its own wilful or negligent acts or omissions cause loss or damage, CBD will not be responsible for and excludes all liability for all damages loss or injuries arising out of, resulting from, damage (including any indirect or consequential loss or damage) that the Client may suffer or incur by reason or in connection with the Client’s use of CBDiBusiness Banking Service whether or not it is attributable to CBD, its agents or employees including (without limitation): (i) any manner connected act or omission of CBD, its agents or employees in relation to CBDiBusiness Banking Service or the Client’s use of CBDiBusiness Banking Service; (ii) the inability on the Client’s part to access the CBDiBusiness Banking Service through a telecommunications network or where access to the CBDiBusiness Banking Service is overloaded, suspended, terminated or otherwise unavailable or unsatisfactory for whatever reason; (iii) where CBD acts on an Instruction purporting to be, but which is not in fact, from an Authorised User; (iv) if for any reason the CBDiBusiness Banking Service system fails, is unavailable or does not perform as expected or required; (v) any error contained in an Instruction or any delays in complying with its exhibit an Instruction; and (including installation vi) any other matter in respect of which liability is excluded under these terms and dismantling) that may be conditions. 9.2 The Client will indemnify CBD fully against any liability, loss or damage suffered or incurred by CBD howsoever arising and by whomsoever caused, whether arising directly or indirectly from the Client’s use and operation of CBDiBusiness Banking Service or the Client’s access to the CBDiBusiness Banking Service, except to the extent such liability, loss or damage is due to the wilful acts or negligence of CBD. 9.3 The Client will indemnify and continue to hold indemnified CBD in full for any claims or demands made by any person against CBD in consequence of CBD having acted in accordance with an Instruction. 9.4 The Client is liable for losses resulting from Unauthorised Transactions: (a) EXHIBITOR and its employees and representativeswhere CBD can prove on the balance of probability that the Client contributed to the losses through their fraud or their contravention of the security requirements in clause 6, the Client is liable for the actual losses which occur before CBD is notified that the Token has been misused, lost or stolen; and (b) other EXHIBITORS and their employees and representativeswhere CBD can prove on the balance of probability that the Client contributed to losses resulting from Unauthorised Transactions because the Client unreasonably delayed notifying CBD after becoming aware of the misuse, (c) conference attendeesloss or theft of the Token, guests or visitors, (d) in which case the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall not Client will then be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration the actual losses that occurred between the time the Client became aware and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other matterswhen CBD was actually notified.

Liability and Indemnity. EXHIBITOR assumes sole responsibility a. Advisor hereby indemnifies and liability for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR agrees to hold IB and its employees affiliates, and representatives, (b) other EXHIBITORS its and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and its and their directors, officers and employees (“IB Indemnitees”) harmless against any and all liabilities, obligations, lossespenalties, damages, penalties, actionscosts, judgments, suitsattorney's fees or any other expenses incurred in connection with any and all claims of any kind against IB by customers, prospective customers, Participating Customers, civil or regulatory authorities or any other third parties, which relate to Advisor's provision of investment advisory services (including specific conduct, advice, trades or recommendations of Advisor) or Advisor's activities under this Agreement. b. If Advisor signing this Agreement is a primary Advisor to a Participating Customer account and has appointed or contracted one or more sub-advisors to provide sub-advisory services for the account, Advisor indemnifies and agrees to hold the IB Indemnitees harmless against any and all penalties, damages, costs, judgments, attorney's fees or any other expenses incurred in connection with any and all claims of any kind against IB by customers, prospective customers, Participating Customers, civil or regulatory authorities or any other third parties, which relate to sub-advisor’s actions, conduct, advice, trades or recommendations in connection with any IB Customer account for which Advisor has appointed or contracted sub-advisor. This indemnity provision is applicable regardless of whether or not Advisor exercised proper diligence and care in selecting and monitoring the activities of the sub-advisor. c. If within ten (10) business days after receiving written notice of any claim, demand, proceeding, suit or action with respect to which IB Indemnitees may have any claim to indemnification under this Agreement, the Advisor shall fail to institute the defense of the IB Indemnitee in connection with such claim, demand, proceeding, suit or action, or if thereafter the Advisor shall fail diligently to prosecute such defense, the IB Indemnitee shall have the right, but not the obligation, to defend such action. The costs and expenses, including reasonable attorney’s attorneys’ fees, associated with such a defense shall be borne by Advisor. Neither the exercise of the right to participate in or disbursements of assume the responsibility for any kind or nature whatsoeversuch defense nor the failure to exercise such rights shall limit, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating way, the IB Indemnitee’s rights to indemnification under this Agreement. Advisor shall not settle any claim, demand, proceeding, suit or action against an IB Indemnitee without the prior written consent of the IB Indemnitee. In any claim, demand, proceeding, suit or action with respect to which IB Indemnitees may have any claim to indemnification under this Agreement, whether the defense is instituted by Advisor or by the IB Indemnitee, the IB Indemnitee shall have the right to select its preferred counsel, whose costs along with all other costs of defense shall be borne by the Advisor. d. Errors, misunderstandings or controversies between Advisor (and/or any sub- advisors) and Participating Customers shall be Advisor's (and/or any sub- advisors’) sole responsibility and liability. e. IB's liability in any action, proceeding or claim arising out of this Agreement (including EXHIBITOR’S or any breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtainthereof, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance Advisor's remedy, shall be provided limited to JUMP$TART upon requestany actually collected and properly owed Advisory Fees. JUMP$TART IB shall not be liable under any circumstances for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits loss of profit or any direct, indirect, incidental, special, indirectexemplary, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other mattersdamages. f. The liability and indemnity provisions herein shall remain operative and in full force after termination of this Agreement.

Liability and Indemnity. EXHIBITOR assumes sole responsibility Warranty obligations during the warranty periods 2.1 It is understood and liability agreed that where the Registrant builds a home for or on behalf of a vendor, whether or not such vendor is registered under the Act, then the Registrant shall be responsible for fulfilling each and every obligation imposed upon the Registrant by the Act, the Regulations, this Agreement and any Bulletins, in respect of the construction of such home (and completion items) for which the Registrant has received payment, and the Registrant shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or injuries hereafter suffered or incurred by Tarion resulting from (or arising out of) non-performance or inadequate performance of such work, in whole or in part, provided written notice of a claim against the Registrant (or in respect of any home enrolled or that ought to have been enrolled by the Registrant) has been given to Tarion within the relevant warranty period(s). This paragraph shall not limit the right of Tarion to enforce obligations owed by the vendor of such home to Tarion. Obligations of Registrant and Tarion for major structural defects 2.2 Without limiting the generality of the foregoing, it is understood and agreed that the Registrant shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or hereafter suffered or incurred by Tarion resulting fromfrom (or arising out of) any major structural defect in any home enrolled (or that ought to have been enrolled) by the Registrant, all in accordance with the Act and Regulations. Obligations of Registrant if acting as a vendor 2.3 It is further understood and agreed that in the event the Registrant acts as a vendor without registering with Tarion as a vendor (and without executing a Vendor Agreement) then the Registrant shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or hereafter suffered or incurred by Tarion resulting from (or arising out of) any failure to perform or fulfil the obligations that the Registrant would have been obliged to fulfil had the Registrant registered as a vendor with Tarion and executed a Vendor Agreement with Tarion. Enforcement of obligations 2.4 Tarion shall not be obliged to proceed against the vendor of any home enrolled (or that ought to have been enrolled) in respect of which the Registrant acted as a builder, prior to proceeding to enforce the obligations of the Registrant under this Agreement. Preservation of rights and claims against others 2.5 The Registrant shall preserve all assignable rights and claims that the Registrant may have against manufacturers, suppliers, vendors, builders, contractors, sub-contractors and others in respect of any major structural or other construction defect(s), or with respect to any contravention of the Ontario Building Code, in respect of any manner connected with its exhibit homes enrolled (including installation or that ought to have been enrolled) by the Registrant, and dismantlingin those circumstances where the Registrant is not diligently enforcing or pursuing such rights and claims, and to the extent permitted by law, the Registrant shall, forthwith upon the request of Tarion, assign and transfer all such rights and claims to and in favour of Tarion, and shall execute and deliver such assignments and other instruments and do such acts and things as Tarion may reasonably require in order to enable Tarion to prosecute and enforce such rights and claims as fully and effectually as the same could be prosecuted and enforced by the Registrant. Administration fee 2.6 The Registrant shall pay to Tarion an administration fee equivalent to fifteen (15%) per cent (or such other per cent as may be stipulated from time to time by the Regulations) of each amount paid out by Tarion to any purchaser(s), homeowner(s) or third party contractor(s)/consultant(s) in respect of the obligations imposed upon the Registrant by the Act, the Regulations, this Agreement and/or the Bulletins. Interest on debt 2.7 The Registrant shall pay to Tarion interest on any amounts owed to Tarion by the Registrant by virtue of the Act, the Regulations, this Agreement and/or the Bulletins, which interest shall accrue at the rate of eighteen (18%) per cent per annum, calculated annually, not in advance (or such other interest rate as may be stipulated from time to time by the Regulations) and accruing from and after the respective date(s) that may any amount(s) is/are so due or owing to Tarion, to and until the date that all such amounts (together with all interest accrued thereon as aforesaid) have been fully paid or remitted to Tarion. Binding nature of the Agreement 2.8 This Agreement shall extend and enure to the benefit of the successors and assigns of Tarion and shall be suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) binding upon the HILTON CLEVELAND DOWNTOWN Registrant and the ownersheirs, employees and representatives thereofestate trustees, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, legal representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or disbursements permitted assigns of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other mattersRegistrant.

Liability and Indemnity. EXHIBITOR assumes sole responsibility and liability for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit Seller (including installation and dismantlingits subcontractors) that may be suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to shall indemnify, defend defend, and hold harmless JUMP$TART and Buyer, its affiliates, subsidiaries and affiliatesrelated entities and their contractors, agents, officers, directors, officersmanagers, employees, agents, representatives, volunteers, successors servants and assigns, employees (“Buyer Group”) from and against any and all liabilities, obligationsclaims, losses, damagesdamages (including without limitation damages to property or the environment), injuries (including without limitation injuries to or illnesses or deaths of persons), liabilities, fines, penalties, actions, judgments, suits, costs, expensesand expenses (including without limitation all reasonable fees and disbursements of counsel) (collectively, including reasonable attorney’s fees“Claims”) arising from, in connection with, or disbursements otherwise with respect to Seller’s negligence, gross negligence, willful misconduct, fraud, or strict liability in relation to or in connection with furnishing any materials, goods, or services to Buyer under this Purchase Order; provided, however, that Seller shall not be liable to Buyer Group under this provision in respect of any kind or nature whatsoeverClaim that is caused by the sole negligence, which may be imposed on, incurred bygross negligence, or asserted against JUMP$TART or any willful misconduct of such indemnities in any way relating to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the ConferenceBuyer Group. EXHIBITOR further Seller agrees to obtainfurnish to Buyer, maintain at its request, a certificate from Seller’s insurance carrier showing that Seller carries workers’ compensation, general liability, and pay for general property damage insurance coverage acceptable to Buyer. If Seller elects to use a subcontractor, (A) subcontractor shall be bound to all contract requirements including insurance coverage for liabilities to third parties for bodily injury and damage to property in amounts sufficient to insure against protect Buyer Group in the liability assumed pursuant event of such injury or damage, and will be in compliance with any and all laws, regulations or orders addressing the liabilities of an employer to its employees for injuries and disease suffered in connection with employment; (B) Seller will guarantee and remain liable for the performance of all subcontracted obligations; (C) Seller will indemnify Buyer for all damages and cost of any kind incurred by Buyer or any third party and caused by the acts and omissions of Seller’s subcontractors; and (D) Seller will make all payments to its subcontractors. If Seller fails to timely pay a subcontractor for work performed Buyer will have the right, but not obligation to pay the subcontractor and offset any amount due to Seller by any amount paid to subcontractor. Seller shall defend, indemnify and hold Buyer harmless for all damages and cost of any kind, without limitation incurred by ▇▇▇▇▇ and caused by Seller’s failure to pay a subcontractor. THIS PROVISION MAY REQUIRE SELLER TO INDEMNIFY AND DEFEND BUYER GROUP FOR CLAIMS CAUSED BY BUYER OR THIRD PARTIES WHEN SUCH CLAIMS ARISE OUT OF THE JOINT OR CONCURRENT NEGLIGENCE OF SELLER, BUYER, AND/OR ANY THIRD PARTY. IN NO EVENT SHALL BUYER BE RESPONSBILE TO SELLER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES. The indemnity provisions contained in this section apply to the extent the indemnity provisions in the Access Agreement do not provide indemnification in favor of this sectionBuyer Group for the Claims. Proof Approval of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such eventdocuments by Buyer, JUMP$TART will reimburse fees paid hereunderits Client, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive of their designees does not relieve Seller of their responsibility for providing goods or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding services that are fully functional and which fully comply with the CONFERENCE or regarding any other mattersspecifications issued with this Purchase Order.

Liability and Indemnity. EXHIBITOR assumes sole responsibility a. Each Participant shall ratify and confirm whatever TCL may lawfully and/or at the request of the Participant do or cause to be done in the course of acting as agent of that Participant in accordance with the terms of this Agreement. b. TCL will in respect of all actions, proceedings, claims and demands or liabilities against it in performing the rights and duties of the commercial manager and/or acting as agent of a Participant or due to using the Standard Carrier Alpha Code on behalf of that Participant: i. provide that Participant with reasonable and timely details of the claim and reasonably provide that Participant with such related information and documents as it may from time to time request; ii. reasonably procure that the handling of the claim, in so far as it concerns that Participant, including without limitation any resistance or defence to it, is performed with such reasonable written directions as may be given by that Participant, assuming such directions are provided; and iii. where the claim concerns that Participant, neither make an admission of liability nor settle or compromise the claim without the prior written consent of that Participant, such consent not to be unreasonably withheld or delayed. c. TCL’s liability to a Participant for all damages each incident or injuries series of related incidents due to negligence, gross negligence or willful misconduct giving rise to a claim or claims by that Participant against TCL in its role as commercial manager or agent of that Participant or its’ Tankers shall never exceed a total of three (3) times the annual commercial fee payable under Clause 6. In its role as commercial manager or agent of a Participant or its Tankers, TCL shall be under no liability whatsoever to such Participant for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, including but not limited to loss of profit arising out of, resulting from, of or in connection with detention of or delay to any manner connected Tanker, and howsoever arising in the course of performance of this Agreement, except for TCL’s total liability as set out in this Clause 20 (c). Except to the extent, and solely for the amount set out above, that TCL in its role as commercial manager or agent of a Participant or its Tankers would be liable for, each Participant hereby undertakes to defend and retain TCL in its role as commercial manager or agent of such Participant or its Tankers and TCL’s employees, agents and subcontractors indemnified and to hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising out of or in connection with its exhibit the performance of this Agreement and against and in respect of all costs, loss, damages, and expenses (including installation legal costs and dismantlingexpenses) which TCL in its role as commercial manager or agent of such Participant or its Tankers may suffer or incur (either directly or indirectly) in the course of the performance of this Agreement. d. If a claim (a “Relevant Claim”) is made against a Participant (the “Indemnified Party”) or any of its affiliates or any seizure, distraint, arrest, detention or the like (an “Arrest”) is effected in respect of property owned or controlled by the Indemnified Party or any of its affiliates by reason of a claim against another Participant (the “Indemnifying Party”) or any of its affiliates or TCL as the commercial manager or agent of that may be suffered by (a) EXHIBITOR and Participant or its employees and representativesTankers’, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) then the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend Indemnifying Party shall indemnify and hold harmless JUMP$TART the Indemnified Party and its subsidiaries affiliates against the Relevant Claim and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any the Arrest and all liabilities, obligationscosts, losses, damagesliabilities and expenses (including legal expenses) arising therefrom. In case of an Arrest, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or disbursements the Indemnifying Party shall provide security to ensure the lifting of such Arrest as soon as possible. The defense of any kind Relevant Claim or nature whatsoever, which may Arrest shall be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance handled by TCL as commercial manager at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against cost of the liability assumed Indemnifying Party but pursuant to the provisions instructions of this sectionthe Indemnified Party. Proof However, where no such instructions are given, then TCL may follow the instructions of such insurance shall be provided to JUMP$TART upon requestthe Indemnifying Party. JUMP$TART The Relevant Claim or Arrest shall not be liable for failure settled without the prior written consent of the Indemnified and the Indemnifying Party, which consent shall not be unreasonably withheld. For the avoidance of doubt it is acknowledged and agreed that where TCL is the Indemnifying Party pursuant to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such eventthis Clause 20(d), JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other mattersclause 20(c) does not apply.

Liability and Indemnity. EXHIBITOR assumes sole responsibility a. Advisor hereby indemnifies and liability for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR agrees to hold IB and its employees affiliates, and representatives, (b) other EXHIBITORS its and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and its and their directors, officers and employees (“IB Indemnitees”) harmless against any and all liabilities, obligations, lossespenalties, damages, penalties, actionscosts, judgments, suitsattorney's fees or any other expenses incurred in connection with any and all claims of any kind against IB by customers, prospective customers, Participating Customers, civil or regulatory authorities or any other third parties, which relate to Advisor's provision of investment advisory services (including specific conduct, advice, trades or recommendations of Advisor) or Advisor's activities under this Agreement. b. If Advisor signing this Agreement is a primary Advisor to a Participating Customer account and has appointed or contracted one or more sub-advisors to provide sub-advisory services for the account, Advisor indemnifies and agrees to hold the IB Indemnitees harmless against any and all penalties, damages, costs, judgments, attorney's fees or any other expenses incurred in connection with any and all claims of any kind against IB by customers, prospective customers, Participating Customers, civil or regulatory authorities or any other third parties, which relate to sub-advisor’s actions, conduct, advice, trades or recommendations in connection with any IB Customer account for which Advisor has appointed or contracted sub-advisor. This indemnity provision is applicable regardless of whether or not Advisor exercised proper diligence and care in selecting and monitoring the activities of the sub-advisor. c. If within ten (10) business days after receiving written notice of any claim, demand, proceeding, suit or action with respect to which IB Indemnitees may have any claim to indemnification under this Agreement, the Advisor shall fail to institute the defense of the IB Indemnitee in connection with such claim, demand, proceeding, suit or action, or if thereafter the Advisor shall fail diligently to prosecute such defense, the IB Indemnitee shall have the right, but not the obligation, to defend such action. The costs and expenses, including reasonable attorney’s attorneys’ fees, associated with such a defense shall be borne by Advisor. Neither the exercise of the right to participate in or disbursements of assume the responsibility for any kind or nature whatsoeversuch defense nor the failure to exercise such rights shall limit, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating way, the IB Indemnitee’s rights to indemnification under this Agreement. Advisor shall not settle any claim, demand, proceeding, suit or action against an IB Indemnitee without the prior written consent of the IB Indemnitee. In any claim, demand, proceeding, suit or action with respect to which IB Indemnitees may have any claim to indemnification under this Agreement, whether the defense is instituted by Advisor or by the IB Indemnitee, the IB Indemnitee shall have the right to select its preferred counsel, whose costs along with all other costs of defense shall be borne by the Advisor. d. Errors, misunderstandings or controversies between Advisor (and/or any sub-advisors) and Participating Customers shall be Advisor's (and/or any sub-advisors’) sole responsibility and liability. e. IB's liability in any action, proceeding or claim arising out of this Agreement (including EXHIBITOR’S or any breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtainthereof, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance Advisor's remedy, shall be provided limited to JUMP$TART upon requestany actually collected and properly owed Advisory Fees. JUMP$TART IB shall not be liable under any circumstances for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits loss of profit or any direct, indirect, incidental, special, indirectexemplary, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other mattersdamages. f. The liability and indemnity provisions herein shall remain operative and in full force after termination of this Agreement.

Liability and Indemnity. EXHIBITOR assumes sole a. The responsibility for the safekeeping of Customer's currency shall commence when receipted for by ▇▇▇▇▇ Fargo Armored and shall terminate when (i) currency is placed in Customer's ATM, or (ii) if placement is cancelled by Customer or otherwise impossible, the currency has been returned to Customer or Customer's designated agent and a receipt obtained therefor. The responsibility for the return of leftover currency and Deposit Collections shall commence when removed by ▇▇▇▇▇ Fargo Armored for the Customer's ATM until returned to Customer or Customer's designated agent and a receipt obtained therefor. b. Subject to Paragraph 2(c) and 2(e) of this Agreement, the liability of ▇▇▇▇▇ Fargo Armored for all damages any loss destruction or injuries damage arising out of, resulting fromof or in connection with the services provided to Customer pursuant to this Agreement shall not exceed the lower of (i) the liability limits for the services stated in the Service and Compensation Schedule Rider; (ii) the total shipment value declared by Customer, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (diii) the HILTON CLEVELAND DOWNTOWN amount of loss, destruction or damage actually sustained. The service liability obligations assumed by ▇▇▇▇▇ Fargo Armored and the ownersrates charged by ▇▇▇▇▇ Fargo Armored are based, in part, upon the shipment values declared by Customer who has exclusive knowledge of the actual value of the contents of each package, bag or cartridge picked up from Customer. Customer shall record the shipment value of each package, bag or cartridge picked up by ▇▇▇▇▇ Fargo Armored in a receipt book or other receipting form. ▇. ▇▇▇▇▇ Fargo Armored's liability under this Agreement is limited solely to (i) losses of currency from robbery, kidnapping and entry of ATMs with the use of keys and/or combinations issued to ▇▇▇▇▇ Fargo Armored's employees and representatives thereofunder this Agreement, and (eii) any other persons lawfully on breakage, loss or about damage to currency cartridges (or the convention premisescurrency therein), due to the provable sole negligence or dishonesty of ▇▇▇▇▇ Fargo Armored employees while the currency or cartridge is in its sole care, custody and control. EXHIBITOR CUSTOMER AGREES THAT ▇▇▇▇▇ FARGO ARMORED DOES NOT UNDERTAKE THE OBLIGATION OF AN ABSOLUTE INSURER IN THE PERFORMANCE OF THIS AGREEMENT. d. Notwithstanding anything to the contrary contained in this Agreement, ▇▇▇▇▇ Fargo Armored shall not be liable and Customer agrees to indemnify, defend and does hereby indemnify and hold harmless JUMP$TART and ▇▇▇▇▇ Fargo Armored, its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors underwriters and assigns, insurers from and against any and all liabilitiesclaims, obligations, lossesactions, damages, penaltiesliabilities, actions, judgments, suits, costs, losses and expenses, including reasonable attorney’s attorneys fees, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement or in connection with any claims due to ATM losses of currency or other valuable items arising out of or in connection with currency dispensed due to ATM malfunction, currency dispensed due to mistake or fraudulent instruction manually or electronically transmitted to the ATM. ATM equipment hardware malfunction, mistakes in verification, nominal unexplained currency shortages which Customer has previously experienced, the failure of Customer's patrons (consumers) to seal deposit envelopes giving rise to claims for alleged differences in the amount said to have been deposited and the amount actually received by Customer, access to the ATM by third parties for hardware maintenance or any other reason without ▇▇▇▇▇ Fargo Armored's employees being present, access by Customer's employees with duplicate keys and combinations, or the use of magnetic debit and credit cards, not in ▇▇▇▇▇ Fargo Armored's possession, burglary and damage from breakage and vandalism. e. In the event of the loss, destruction or damage of any Deposit Collection or part thereof, the Customer agrees to reconstruct the lost, damaged or destroyed items and to take such actions as may be necessary to assure the maximum amount of reconstruction of such items, including without limitation, requesting depositors of any negotiable instrument (including EXHIBITOR’S breach of this Agreementchecks) and/or EXHIBITOR’S use of exhibits or attendance at to issue duplicates thereof and in the Conference. EXHIBITOR further agrees event such depositor shall refuse to obtaindo so, maintain and pay for general insurance coverage in amounts sufficient to insure then Customer will assert any rights it may have against the liability assumed pursuant to the provisions of this section. Proof of such insurance depositors, XXXXXXXX event shall be provided to JUMP$TART upon request. JUMP$TART shall not ▇▇▇▇▇ Fargo Armored be liable for the failure of the depositors of lost, destroyed or damaged items to deliver exhibit space reissue same. Customer agrees to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such eventdefend and does hereby indemnify and hold harmless ▇▇▇▇▇ Fargo Armored, JUMP$TART will reimburse fees paid hereunderits officers, less expenses incurred by JUMP$TARTemployees, underwriters and insurers from and against any and all claims, actions, damages, liabilities, losses and expenses, including advertisingreasonable attorney fees, administration and related expenses. Under no circumstances shall JUMP$TART be liable arising out of or in connection with any claims by Customer's depositors for any lost profits or difference in the amount said to have been deposited in Customer's ATM(s) and the amount actually received by Customer for any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other mattersDeposit Collection.

Liability and Indemnity. EXHIBITOR assumes sole responsibility 11.1 The parties agree that the provisions of this DPA will not be subject to the limitations and exclusions of liability for all damages or injuries arising out of, resulting from, and other terms of the Agreement applicable to the Services in question. 11.2 Nothing in this DPA will exclude or in any manner connected with way limit either party’s liability for fraud, or for death or personal injury caused by its exhibit negligence or any other liability to the extent such liability may not be excluded or limited as a matter of law. 11.3 Subject to clause 11.2, neither party will be liable under this DPA for any loss of actual or anticipated income or profits, loss of contracts or for any special, indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including installation and dismantling) that may be negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known. KEDEhub’s liability in respect of any breach of this DPA shall amount the direct damage suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and Customer but in any case not more than the owners, employees and representatives thereof, and (e) any other persons lawfully on or about total amount of the convention premises. EXHIBITOR agrees fees actually paid by the Customer. 11.4 Subject to indemnify, defend Clause 11.3 KEDEhub shall indemnify and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and the Customer against any and all liabilities, obligations, losses, damages, penaltiesliabilities, claims, demands, actions, judgmentspenalties, suitsfines, costsawards, expenses, costs and expenses (including reasonable attorney’s feeslegal and other professional expenses), or disbursements of any kind or nature whatsoever, fines and sanctions which may be imposed onincurred by the Customer as the result of any claim, incurred bysuit, proceeding or asserted Regulator action brought against JUMP$TART or any of such indemnities in any way relating to or the Customer directly arising out of any breach by KEDEhub of this Agreement DPA except: (a) where KEDEhub has acted in accordance with the Customer’s instructions, this DPA, the Data Protection Laws or other applicable laws; and (b) to the extent that Customer or any third party acting on behalf of the Customer has breached this DPA or any applicable Data Protection Laws. 11.5 The Customer shall indemnify and hold harmless KEDEhub against all losses, damages, liabilities, claims, demands, actions, penalties, fines, awards, costs and expenses (including EXHIBITOR’S breach reasonable legal and other professional expenses), fines and sanctions which may be incurred by KEDEhub as the result of any claim, suit, proceeding or Regulator action brought or threatened against KEDEhub directly arising out of or in connection with KEDEhub complying with the Customer’s written instructions regarding Personal Data Processing. 11.6 To claim under an indemnity set out in this AgreementDPA, the claiming party must: (a) and/or EXHIBITOR’S use give written notice of exhibits the underlying claim, suit, proceeding or attendance Regulator action to the other as soon as reasonably practicable; (b) not making any admission of liability in relation to the underlying claim, suit, proceeding or Regulator action without the prior written consent of the other; (c) allow the other to conduct the defence of the underlying claim, suit, proceeding or Regulator action; and (d) at the Conference. EXHIBITOR further agrees other's expense, co-operate and assist to obtaina reasonable extent with the defence of the underlying claim, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such eventsuit, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits proceeding or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other mattersRegulator action.

Liability and Indemnity. EXHIBITOR assumes sole responsibility SECTION 12.01. Tenant agrees to indemnify and hold Landlord and Landlord's employees harmless from all losses, claims, and liability for (including costs and expenses of defending against all damages of the aforesaid) arising (or injuries alleged to arise) from any act or omission of Tenant or Tenant's agents, employees, assignees, sublessees, contractors, customers or invitees, or arising out of, resulting fromfrom any injury to or death of any person or persons or damage to or destruction of the property of any person or persons occurring in or about the Leased Premises on the sidewalks adjacent thereto, or in any manner connected with its exhibit the Staging Area (including installation and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereofdefined in Section 7.02.B., and (e) any other persons lawfully on or about Tenant assumes responsibility for the convention premises. EXHIBITOR condition of the Leased Premises and agrees to indemnifygive Landlord written notice in the event of any damage, defend defect or disrepair therein. SECTION 12.02. Tenant agrees to take out and hold harmless JUMP$TART maintain at all times during the lease term a policy of fire and extended coverage insurance on its subsidiaries alterations and affiliatesother personal property placed at the Leased Premises (including, directorsbut not limited to the rooftop HVAC and plate glass). Such policy shall contain a replacement cost endorsement. In the event that Tenant sustains a loss by reason of fire or other casualty, officersand such fire or casualty is caused in whole or in part by acts or omissions of Landlord, its agents, servants or employees, then Tenant agrees to look solely to its insurance proceeds (if any); and Tenant shall have no claim or right of recovery against Landlord, or the agents, servants or employees of Landlord; and no third party shall have any claim or right of recovery by way of subrogation or assignment or otherwise. Such insurance policy shall contain a loss payable clause designating Tenant and Landlord as loss payees as their respective interests may appear. Tenant shall be responsible for the safety and personal well being of Tenant's employees, both within the Leased Premises and in the Common Area. Tenant agrees that Landlord shall not be responsible or liable to Tenant or those claiming under Tenant (including, without limitation, Tenant's agents, servants, employees, agentscustomers and invitees) for injury, representativesdeath or damage or loss occasioned by the acts or omissions of persons occupying any other part of the Shopping Center or occasioned by the condition of the Shopping Center or property of any other occupant of any part of the Shopping Center or the acts or omissions of any other person or persons present at the Shopping Center who are not occupants of any part thereof, volunteerswhether or not such persons are present with the knowledge or consent of Landlord, and Tenant agrees to indemnify and hold Landlord harmless from all losses, claims, suits, actions, damages, and liabilities arising (or alleged to arise) therefrom. SECTION 12.03. Tenant will take out and maintain, at its own cost and expense, commercial general liability insurance coverage in a minimum amount of $2,000,000.00 combined single limit and shall include products liability coverage. Such policy shall name Landlord (and any of its affiliates, subsidiaries, successors and assigns, from assigns designated by Landlord) and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities Tenant as the insureds. If Tenant is engaged in any way relating in the sale of alcoholic beverages, either for consumption of alcoholic beverages on the premises or off the premises, Tenant will also maintain liquor liability insurance with the limits of not less than $1,000,000.00 each common cause and $1,000,000.00 aggregate. If written on a separate policy from the commercial general liability policy, such policy shall name Landlord (and any of its affiliates, subsidiaries, successors and assigns designated by Landlord) as an additional insured. SECTION 12.04. The policies of insurance required to or arising out be maintained by Tenant under the terms of this Agreement Lease are referred to in this Section 12.04 in the singular as a "Required Policy" and in the plural as "Required Policies". All Required Policies shall be in a form and with a company acceptable to Landlord and shall be endorsed so as to be non-cancellable with respect to Landlord and not subject to material change except upon thirty (including EXHIBITOR’S breach of this Agreement30) and/or EXHIBITOR’S use of exhibits or attendance at days prior written notice to Landlord given in the Conferencemanner set forth in Article XXIII, below. EXHIBITOR further Tenant agrees to obtaininitially deliver to Landlord a duplicate original or certificate of each Required Policy upon tender of possession of the Leased Premises to Tenant and at all times during the lease term, to maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions a duplicate original or a certificate of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other mattersall Required Policies on deposit with Landlord.

Liability and Indemnity. EXHIBITOR assumes sole responsibility and liability for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART Landlord shall not be liable to Tenant, Tenant's guests or other occupants or persons on the Premises for failure personal injury, property damage or other losses to deliver exhibit space such persons or their property caused by other persons, theft, burglary, assault, other crimes, fire, water, wind, rain, smoke, or any other causes. Tenant agrees to EXHIBITOR indemnify and hold Landlord free and harmless from any and all liability for injury to or death of any person, or for damage to property arising from the use and occupancy of the Premises by Tenant or from the act or omission of any person or persons, including Tenant, in or about the leased Premises with the express or implied consent of Tenant. Landlord recommends that Tenant secure insurance for Tenant's own account to protect Tenant from the hazards of such losses as contracted are described above. Landlord shall have no duty to furnish smoke detectors or additional locks, except as required by law. When smoke detectors are furnished, Landlord shall test same and provide initial batteries as required by law at the time of lease commencement, thereafter, Tenant shall pay for, test, and replace smoke detector batteries as needed. Landlord acknowledges and agrees that Landlord shall be liable to Tenant for herein due any damages to causes beyond JUMP$TART’S controlTenant's personal property caused by the Landlord, or Landlord's agents, employees, contractors or representatives. In the event Tenant retains or requests Landlord's employees or contractors to render services not contemplated in this agreement, or without prior knowledge and consent of Landlord expressed in writing, such employees or contractors shall be deemed the agent of the Tenant whether or not compensated by the Tenant or by Landlord and Tenant agrees to hold harmless and indemnify Landlord for and from all liability for the acts or omissions of such persons 19. DEFAULT BY LANDLORD: Upon default by Landlord of any obligation imposed hereunder, or breach of any of the covenants and/or agreements contained herein, or if Landlord fails to satisfy any obligation or duty imposed on Landlord hereunder and if Tenant is not currently in default (all rent and other charges must be current, etc.), Tenant shall send Landlord written notice of the default by United States Mail, certified mail, return receipt requested, in accordance with paragraph 27 hereof, and Landlord shall have ten (10) days from the date said notice is posted (the "Notice Date") to cure said default; provided, however, if such default cannot be cured within said ten (10) day period for reasons beyond the control of Landlord, Landlord shall have an additional period not to exceed thirty (30) days from the Notice Date, in which to cure such default. If Landlord fails and/or refuses to cure such default within the time limits specified hereinabove, Tenant may: (a) Terminate this lease in writing, in which event, JUMP$TART will reimburse fees paid hereunderTenant shall be entitled to receive from Landlord, on demand, a full refund of Tenant's security deposit, less expenses proper charges as described in Paragraph (8) hereinabove, and any unearned portion of any rent paid, as of the date of the Tenant's election to terminate this Lease; or (b) enforce specific performance hereof; or (C) bring suit against Landlord for any and all damages incurred by JUMP$TART, Tenant as a result of Landlord's default or negligence including advertising, administration and related expensesreasonable attorney's fees. Under no circumstances shall JUMP$TART Any or all such remedies may be liable for any lost profits exercised either separately or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other mattersconcurrently.

Liability and Indemnity. EXHIBITOR assumes sole responsibility Warranty obligations during the warranty periods 2.1 The Registrant shall diligently perform the obligations heretofore or hereafter imposed upon the Registrant by the Act, the Regulations, this Agreement and/or the Bulletins and liability for shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or injuries hereafter suffered or incurred by Tarion resulting from (or arising out of) any non- performance or inadequate performance of such obligations, resulting fromin whole or in part, at the times, (and in the manner) as may be provided or contemplated by the Act, the Regulations, this Agreement and/or the Bulletins, provided written notice of a claim against the Registrant, or relating to any homes in respect of which the Registrant acted as Vendor (or that were enrolled by the Registrant) has been given to Tarion within the relevant warranty period(s). Obligations for financial losses of purchasers 2.2 The Registrant shall diligently perform the obligations of the Registrant under each purchase agreement heretofore or hereafter entered into by the Registrant relating to any manner connected home in respect of which the Registrant acted as Vendor (or that was enrolled by the Registrant). In the event of the failure of the Registrant to perform such obligations, the Registrant shall pay to each purchaser who has made a written claim to Tarion (in respect of his or her purchase agreement with its exhibit (including installation and dismantlingthe Registrant) that may be prior to the expiration of the applicable limitation period, the amount of the financial loss suffered by (a) EXHIBITOR and its employees and representativessuch purchaser plus, (b) other EXHIBITORS and their employees and representativesin the case of a condominium unit, (c) conference attendees, guests or visitors, (d) deposit interest which is owing by the HILTON CLEVELAND DOWNTOWN and Registrant to the owners, employees and representatives thereofpurchaser pursuant to the Condominium Act, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend shall indemnify and hold save Tarion harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitsclaims, costs, expenses, including reasonable attorney’s fees, damages and/or liabilities whatsoever heretofore or disbursements of any kind hereafter suffered or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to by Tarion resulting from (or arising out of this Agreement (including EXHIBITOR’S breach of this Agreementof) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof any non- payment of such insurance financial loss amount and interest. Obligations of Registrant and Tarion for major structural defects 2.3 Without limiting the obligations of the Registrant to Tarion arising under 2.1 and 2.2 hereof, it is understood and agreed that the Registrant shall be provided to JUMP$TART upon requestindemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or hereafter suffered or incurred by Tarion resulting from (or arising out of) any major structural defect in any home in respect of which the Registrant acted as Vendor (or that was enrolled by the Registrant), all in accordance with the Act and Regulations. JUMP$TART Enforcement of obligations 2.4 Tarion shall not be liable obliged to proceed against the builder of any home in respect of which the Registrant acted as Vendor (or that was enrolled by the Registrant), prior to proceeding to enforce the obligations of the Registrant under this Agreement. Vendor obligation to retain Registered Builder 2.5 Where the Registrant does not build homes in the ordinary course of the Registrant’s business, the Registrant shall at all times maintain in full force and effect an agreement with a builder registered under the Act who does build homes in the ordinary course of its business, whereby such builder agrees to diligently perform the work required to fulfill each and every obligation imposed upon the Registrant by the Act, the Regulations, this Agreement and any Bulletins, in respect of the construction of such home (and completion items) for failure which the builder has received payment and to deliver exhibit space maintain its agreement with Tarion to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such eventindemnify and save Tarion harmless from and against all losses, JUMP$TART will reimburse fees paid hereunderclaims, less expenses costs, damages and/or liabilities heretofore or hereafter suffered or incurred by JUMP$TARTTarion resulting from (or arising out of) any non- performance or non-fulfillment of such obligations, including advertisingin whole or in part. The Registrant shall provide Tarion with a copy of such agreement upon applying for registration under the Act, administration and related expenses. Under no circumstances shall JUMP$TART forthwith advise Tarion should such agreement be liable for any lost profits terminated, substantially modified or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other mattersreplaced with a similar agreement with another builder.

Liability and Indemnity. EXHIBITOR assumes sole responsibility and 9.1 Except as provided in Article 9.5, neither STASCO, nor any of its Affiliates, nor any person appointed by or acting on behalf of STASCO, shall have any liability to KKM whatsoever (whether or not arising from the negligence of STASCO, any of its Affiliates or any person appointed by or acting on behalf of STASCO) for all damages any loss, liability, damages, costs or injuries expenses whatsoever suffered or incurred by KKM arising out of, resulting from, of or in any manner connected with the performance, non-performance or mis-performance of STASCO's obligations and duties hereunder except in respect of any loss, liability, damages, costs or expenses suffered or incurred by KKM as a direct result of STASCO's Gross Negligence or Wilful Misconduct. 9.2 In no case whatsoever shall STASCO be responsible for any indirect, special or consequential losses or damages, including in respect of loss of production, loss of profit, business interruption, field shut in or damage to the Field. 9.3 KKM shall indemnify and hold STASCO, any of its exhibit Affiliates, their respective directors, officers and employees and any person appointed by or acting on behalf of STASCO harmless against all actions, proceedings, claims, demands, losses, fines, damages, settlements, expenses and liabilities whatsoever (including installation those arising out of or connected with the negligence of STASCO, any of its Affiliates, their respective directors, officers and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representativesany person appointed by or acting on behalf of STASCO) suffered or incurred by STASCO, (b) other EXHIBITORS any of their Affiliates, their respective directors, officers and their employees and representativesany person appointed by or acting on behalf of STASCO arising out of or connected with the performance, non-performance or mis-performance of STASCO's obligations and duties hereunder except (ci) conference attendeesin respect of any such actions, guests proceeding, claims, demands, losses, fines, damages, settlements, expenses and liabilities that directly result from STASCO's Gross Negligence or visitorsWilful Misconduct; and (ii) as provided in Article 9.5. 9.4 For the purpose of obtaining the benefit of this Article 9, (d) the HILTON CLEVELAND DOWNTOWN STASCO contracts as agents of or trustees for any of its Affiliates, their respective directors, officers and the owners, employees and representatives thereofany person appointed by or acting on behalf of STASCO. 9.5 STASCO represents, warrants and covenants that it has all necessary right, title and authority to provide the Services to KKM, and (e) to deliver to KKM any other persons lawfully on information, data and analyses provided or about to be provided as a part of the convention premisesServices. EXHIBITOR agrees to indemnify, defend STASCO shall indemnify and hold harmless JUMP$TART and KKM, any of its subsidiaries and affiliatesAffiliates, their respective directors, officers, employees, agents, representatives, volunteers, successors officers and assigns, from employees and any person appointed by or acting on behalf of KKM against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or liability arising out of this Agreement (including EXHIBITOR’S or connected with any breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtainrepresentation, maintain warranty and pay for general insurance coverage covenant set out in amounts sufficient to insure against the liability assumed pursuant to the provisions first sentence of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other matters.Article 9.5

Liability and Indemnity. EXHIBITOR assumes sole responsibility A. The Advisor hereby indemnifies and liability for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR agrees to hold IBIE and its employees affiliates, and representatives, (b) other EXHIBITORS its and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and its and their directors, officers and employees (“IB Indemnitees”) harmless against any and all liabilities, obligations, lossespenalties, damages, penalties, actionscosts, judgments, suitsattorney's fees or any other expenses incurred in connection with any and all claims of any kind against IBIE by customers, prospective customers, Participating Customers, civil or regulatory authorities or any other third parties, which relate to: (i) any breach by the Advisor of this Agreement or other agreements with IBIE and/or Participating Customer (including but not limited to the Advisory Agreement); or (ii) the Advisor's provision of investment advisory services (including specific conduct, advice, trades or recommendations of Advisor) to any Participating Customer or the Advisor's activities under this Agreement. B. If the Advisor signing this Agreement is a primary Advisor to a Participating Customer account and has appointed or contracted one or more sub-advisors to provide sub- advisory services for the account, the Advisor indemnifies and agrees to hold the IB Indemnitees harmless against any and all penalties, damages, costs, judgments, attorney's fees or any other expenses incurred in connection with any and all claims of any kind against IBIE by customers, prospective customers, Participating Customers, civil or regulatory authorities or any other third parties, which relate to sub-advisor’s actions, conduct, advice, trades or recommendations in connection with any IBIE customer account for which Advisor has appointed or contracted sub-advisor. This indemnity provision is applicable regardless of whether or not Advisor exercised proper diligence and care in selecting and monitoring the activities of the sub-advisor. C. If within ten (10) business days after receiving written notice of any claim, demand, proceeding, suit or action with respect to which IB Indemnitees may have any claim to indemnification under this Agreement, the Advisor shall fail to institute the defence of the IB Indemnitee in connection with such claim, demand, proceeding, suit or action, or if thereafter the Advisor shall fail diligently to prosecute such defence, the IB Indemnitee shall have the right, but not the obligation, to defend such action. The costs and expenses, including reasonable attorney’s attorneys’ fees, associated with such a defence shall be borne by the Advisor. Neither the exercise of the right to participate in or disbursements of assume the responsibility for any kind or nature whatsoeversuch defence nor the failure to exercise such rights shall limit, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating way, the IB Indemnitee’s rights to indemnification under this Agreement. The Advisor shall not settle any claim, demand, proceeding, suit or action against an IB Indemnitee without the prior written consent of the IB Indemnitee. In any claim, demand, proceeding, suit or action with respect to which IB Indemnitees may have any claim to indemnification under this Agreement, whether the defence is instituted by the Advisor or by the IB Indemnitee, the IB Indemnitee shall have the right to select its preferred counsel, whose costs along with all other costs of defence shall be borne by the Advisor. D. Errors, misunderstandings or controversies between the Advisor (and/or any sub- advisors) and Participating Customers shall be the Advisor's (and/or any sub-advisors’) sole responsibility and liability. E. IBIE's liability in any action, proceeding or claim arising out of this Agreement (including EXHIBITOR’S or any breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtainthereof, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance Advisor's remedy, shall be provided limited to JUMP$TART upon requestany actually collected and properly owed Advisory Fees. JUMP$TART IBIE shall not be liable under any circumstances for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits loss of profit or any direct, indirect, incidental, special, indirectexemplary, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other mattersdamages. F. The liability and indemnity provisions herein shall remain operative and in full force after termination of this Agreement.

Liability and Indemnity. EXHIBITOR assumes sole responsibility and liability for all damages or injuries arising out of10.1. Each party shall, resulting fromat its own expense, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART the other party and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, Associated Companies ("Indemnified Parties") harmless from and against any and all claims, allegations, demands, liabilities, obligations, losses, damages, penaltiesawards, actions, judgments, suits, costs, expensesjudgments or settlements, including all reasonable costs and expenses related thereto including attorney’s fees's fees ("Claims"), that may be asserted, granted, imposed or disbursements brought against any Indemnified Party directly arising from or in connection with any Claims that the indemnifying party's technology or products infringe any copyright, patent, trade mark, trade secret or other intellectual property righ▇. 10.2. As between M-Systems, PowerHouse and each M-Systems Customer, M-Systems will not be responsible for anything related to the Migo Products or of any kind losses, damages or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TARTM-Systems Customers in connection with the use of the Migo Products. PowerHouse shall be the sole party responsible for such losses damages or expenses. 10.3. As between M-Systems, including advertisingPowerHouse and each M-Systems Customer, administration PowerHouse will not be responsible for anything related to the products or technology of M-Systems or of any losses, damages or expenses incurred by M-Systems Customers in connection with the use of the M-Systems products or technology. M-Systems shall be the sole party responsible for such losses damages or expenses. 10.4. PowerHouse shall, at its own expense, indemnify, defend and related expenseshold M-Systems and its Associated Companies harmless from any and all Claims, that may be asserted, granted, imposed or brought against M-Systems and its Associated Companies arising from or in connection with any Claims brought by M-Systems Customers in connection with the Migo Products, excluding claims for loss of data or loss of profits. 10.5. Under no circumstances shall JUMP$TART M-Systems shall, at its own expense, indemnify, defend and hold PowerHouse and its Associated Companies harmless from any and all Claims, that may be liable asserted, granted, imposed or brought against PowerHouse and its Associated Companies arising from or in connection with any Claims brought by third parties in connection with the M-Systems products, excluding claims for any lost profits loss of data or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other mattersloss of profits.

Liability and Indemnity. EXHIBITOR assumes sole responsibility 13.1 ABHI does not make any warranty as to the exhibition in general and liability for all damages in particular in relation to: (i) the presence of absence of location of any other sponsor/exhibitor or injuries arising out of, resulting from, potential sponsor/exhibitor: or in any manner connected with its exhibit (including installation and dismantlingii) the benefit of outcome (commercial or otherwise) that the exhibitor may achieve as a result of attending or sponsoring the exhibition. Except as set out in these conditions to the fullest extent permitted by law. ABHI excludes all condition terms representations or warranties relating to the exhibition and package where imposed by statuette or by the cooperation of law or otherwise that are not expressly stated herein. 13.2 ABHI shall not be liable to the Exhibitor for any loss or damage suffered or incurred by the Exhibitor in connection with the provision of (aor failure wholly or partly of) EXHIBITOR any services or goods provide by third parties in connection with the Exhibition or the package including without limitation in relation to the provision of utilities freight shipment the transport and its employees delivery of sponsorship and representatives, or exhibition material to the venue work undertaken by third party contractors (bwhether or not ABHI sub-contractors) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests services provided by the Venue owners. The Exhibitor acknowledges that services provided by ABHI official or visitors, (d) recommended contractors to the HILTON CLEVELAND DOWNTOWN Exhibitor are the subject of a separate agreement between the Exhibitor and the ownerscontractor. Although ABHI shall use reasonable care in selecting official or recommended contractors, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART ABHI shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses any loss or damage suffered or incurred by JUMP$TARTthe Exhibitor in connection with the provision of services to the Exhibitor by such contractors. 13.3 Subject to the provisions of condition 14.6 (i), including advertising, administration and related expenses. Under no circumstances ABHI shall JUMP$TART not be liable for any lost profits actual or alleged indirect loss or consequential loss howsoever arising suffered by the Exhibitor including but not limited to loss of profits, anticipated profits, savings ,loss of business revenue, loss of business, loss of opportunity, loss of goodwill, or any incidentalother type of economic loss; (ii) ABHI shall have no responsibility or liability for any loss (or theft) of or damage to the person, specialproperty and effects of the Exhibitor or its employees or representatives, indirectand (iii) ABHI’s maximum aggregate liability to the Exhibitor under the Agreement or otherwise in connection with the Exhibition and/or the Package shall be limited to the total amount of the Fees. 13.4 The Exhibitor shall indemnify ABHI and keep ABHI fully and effectively indemnified against any loss of or damage to any property or injury to or death of any person caused by any act or omission of the Exhibitor, punitive its employees, agents, sub-contractors or consequential invitees. 13.5 The Exhibitor shall indemnify ABHI and keep ABHI fully and effectively indemnified against all losses, claims, damages whatsoever. JUMP$TART makes no representations and expenses (including, without limitation, reasonable legal fees) incurred by ABHI as a result of a third party claim that either: (i) the display of any products, documents or warranties, express other materials exhibited by the Exhibitor at the Exhibition; or implied, regarding (ii) ABHI’s receipt or use of the CONFERENCE Materials (as defined in Condition 6.1) constitutes an infringement of the Intellectual Property Rights of any third party. 13.6 Nothing in these Conditions shall exclude or regarding any other matterslimit liability which cannot be excluded by law.

Liability and Indemnity. EXHIBITOR assumes sole responsibility and liability for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to 10.1 Buyer shall indemnify, defend defend, hold and hold save harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, the Seller Indemnitees from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expensesClaims and Losses of Third Parties for loss of or damage to any property whatsoever or for injury, including reasonable attorney’s feesfatal injury, and death to any person whatsoever that arise out of or are connected with actions or omissions in the performance by Buyer of its obligations under this Agreement, or disbursements that arise out of or are connected with the handling, storage, sales, transportation, use, misuse, blending, processing or disposal by or on behalf of Buyer, Buyer’s customers, or their respective Affiliates or their contractors or carriers of any kind or nature whatsoevertier, which may be imposed onof any SAF after such SAF has been delivered to the Delivery Point, incurred byexcept in each case to the extent caused by Seller’s breach of the Agreement, or asserted against JUMP$TART the negligence or willful misconduct of Seller or any Seller Indemnitee. 10.2 Seller shall indemnify, defend and save harmless the Buyer Indemnitees from and against any and all Claims and Losses of such indemnities in Third Parties for loss of or damage to any way relating property whatsoever or for injury, including fatal injury, and death to or arising any person whatsoever that arise out of or are connected with actions or omissions in the performance by Seller of its obligations under this Agreement (including EXHIBITOR’S Agreement, or that arise out of or are connected with the handling, storage, sales, transportation, use, misuse, blending, processing or disposal by or on behalf of Seller or its Affiliates or their contractors or carriers of any tier, of any SAF prior to the time such SAF has been delivered to the Delivery Point, except in each case to the extent caused by Buyer’s breach of this the Agreement) and/or EXHIBITOR’S use , the negligence or willful misconduct of exhibits Buyer or attendance at any Buyer Indemnitee. 10.3 The liability of Seller for any loss, damage, claim or other expenditure arising from Seller failing to perform its obligations under the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant Agreement shall be limited to the provisions prompt refund of this sectionthe price of an affected delivery or (at Seller’s option), the replacement of affected SAF at no additional cost to Buyer. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART The preceding sentence and limitations shall not apply in relation to any indemnities owed by the Seller to the Buyer, including under preceding Section 10.2. 10.4 Notwithstanding anything to the contrary in these General Terms and Conditions or the Agreement, neither Party shall, under any circumstances, be liable to the other Party for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such eventconsequential, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirectpunitive, punitive or consequential exemplary damages whatsoeverarising out of or related to the transactions contemplated under this Agreement, including, but not limited to, lost profits or loss of business, or business interruption damages, even if apprised of the likelihood of such damages occurring, and regardless of whether available in tort or agreement or by statute. JUMP$TART makes no representations These limitations shall apply even if it causes a remedy in this Agreement to have failed of its essential purpose. the limitations of this Section 10.4 shall not prevent the recovery through the indemnification provisions of this Article 10 of consequential, incidental, special, punitive, or warranties, express or implied, regarding exemplary damages suffered by and paid to a Third Party by an indemnified Party (excluding Third Party customers of an indemnified Party) as a result of actions included in the CONFERENCE or regarding any other mattersprotection afforded by the indemnification provisions of Article 10.

Liability and Indemnity. EXHIBITOR assumes sole responsibility A. Tenant agrees to indemnify and liability for save Landlord harmless from all damages claims (including costs and expenses of defending against such claims) arising or injuries arising out ofalleged to arise from any act or omission of Tenant or Tenant’s agents, resulting fromemployees, contractors, or arising from any injury to any person or damage to the property of any person occurring during the Term of this Lease in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premisesPremises. EXHIBITOR Tenant agrees to indemnifyuse and occupy the Premises and other facilities of the Building at Tenant’s own risk and hereby releases Landlord, defend Landlord’s agents or employees, from all claims for any damage or injury to the full extent permitted by law, REGARDLESS OF CAUSE OR ORIGIN, INCLUDING NEGLIGENCE OF LANDLORD, ITS AGENTS, OFFICERS, OR EMPLOYEES BUT EXCEPTING THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD, ITS AGENTS, OFHCERS, OR EMPLOYEES. B. Tenant waives any and hold harmless JUMP$TART and all rights of recovery, claim, action, or cause of action, against Landlord, its subsidiaries and affiliates, directorsagents, officers, or employees, agentsfor any loss or damage that may occur to the Premises, representativesor any improvements thereto, volunteersor the Building, successors or any improvements thereto, or any personal property of such party therein, by reason of fire, the elements, or any other cause which could be insured against under the terms of standard fire and assignsextended coverage insurance policies, REGARDLESS OF CAUSE OR ORIGIN, INCLUDING NEGLIGENCE OF LANDLORD, ITS AGENTS, OFFICERS, OR EMPLOYEES BUT EXCEPTING THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD, ITS AGENTS, OFFICERS, OR EMPLOYEES, and Tenant covenants that no insurer shall hold any right of subrogation against Landlord and all such insurance policies shall be amended or endorsed to reflect such waiver of subrogation. C. Tenant, to the extent permitted by law, waives all claims Tenant may have against Landlord, and against Landlord’s agents and employees for injury to person or damage to or loss of property sustained by Tenant or by any occupant of the Premises, or by any other person, resulting from any part of the Building or any equipment or appurtenances becoming out of repair, or resulting from any accident in or about the Building or resulting directly or indirectly from any act or neglect of any tenant or occupant of any part of the Building or of any other person, REGARDLESS OF CAUSE OR ORIGIN, INCLUDING NEGLIGENCE OF LANDLORD, ITS AGENTS, OFFICERS, OR EMPLOYEES, unless such damage is a result of the gross negligence or willful misconduct of Landlord, or Landlord’s agents or employees. If any damage results from any act or neglect of Tenant, Landlord may, at Landlord’s option, repair such damage, and Tenant shall thereupon pay to Landlord the total cost of such repair. All personal property belonging to Tenant or any occupant of the Premises that is in or on any part of the Building shall be there at the risk of Tenant or of such other person only, and Landlord, Landlord’s agents and employees shall not be liable for any damage thereto or for the theft or misappropriation thereof, REGARDLESS OF CAUSE OR ORIGIN, INCLUDING NEGLIGENCE OF LANDLORD, ITS AGENTS, OFFICERS, OR EMPLOYEES, unless such damage, theft or misappropriation is a result of the gross negligence or willful misconduct of Landlord or Landlord’s agents or employees. Tenant agrees to indemnify and hold Landlord harmless from and against any and all loss, cost, claim and liability (including reasonable attorneys’ fees) for injuries to all persons and for damage to or loss of property occurring in or about the Building, due to any act or negligence or default under this Lease by Tenant, Tenant’s contractors, agents or employees. D. Landlord hereby indemnifies and holds Tenant harmless from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, and expenses, including reasonable attorney’s attorneys’ fees, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement from (including EXHIBITOR’S i) the breach of this Agreement) and/or EXHIBITOR’S use of exhibits Lease by Landlord. In the event any action or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance proceeding shall be provided brought against Tenant by reason of any such claim, Landlord shall defend the same at Landlord’s expense by counsel reasonably satisfactory to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other mattersTenant.

Liability and Indemnity. EXHIBITOR assumes sole responsibility and liability for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART 7.1 The Company shall not be liable for any loss or damage whatsoever to exhibits, displays or goods arising as a result of loss, damage, theft, fire, water, storms, strikes, riots, civil commotion or any other cause whatsoever or whether occasioned by direct interference, negligent act or omission and the Exhibitor agrees to indemnify the Company in respect of any claims being made against the Company in respect of such loss or damage. 7.2 The Company shall not be responsible for any damages claimed by any person or persons who may be injured whilst in any space or area of the Exhibition allotted or under the control of the Exhibitor or as a result of any omission or act of neglect or default of the Exhibitor. The Exhibitor agrees to indemnify the Company in the event of any action, claim suit or demand made against the Company such indemnity to include all costs incurred by the Company in defending such action, claim suit or demand, taking advice in relation thereto and being represented at any proceedings arising out of any accident including any inquiry or inquest. 7.3 The Company shall not be liable to the Exhibitor for any losses, damages or expenses arising out of total or partial failure to deliver exhibit space to EXHIBITOR as contracted for of the supply of services referred too herein due to causes caused by strike, riots, civil commotion, lock out, accident, force majeure, blackouts or any other cause beyond JUMP$TART’S controlthe control of the Company. In such event, JUMP$TART will reimburse fees the event of a total or partial failure of any services as a result of any of the abovementioned causes the Exhibitor shall not be entitled to a refund of any monies paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances it nor shall JUMP$TART it be relieved of any obligation to pay any amount due under this Agreement not shall the Company be liable in any way for any lost profits expenditure or liability or losses including consequential loss incurred or sustained by the Exhibitor. 7.4 If the holding of the Exhibition is prevented or abandoned because of any incidental, special, indirect, punitive of the occurrences referred to in Clause 7.3 the Exhibitor shall not be entitled to refund of any monies paid by it nor shall it be relieved of the obligation to pay any amount due under this Agreement nor shall the Company be liable in any way for any expenditure or liability or loss including consequential damages whatsoever. JUMP$TART makes no representations loss incurred or warranties, express or implied, regarding sustained by the CONFERENCE or regarding any other mattersExhibitor.

Liability and Indemnity. EXHIBITOR assumes sole responsibility A. The Advisor hereby indemnifies and liability for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR agrees to hold IBCE and its employees affiliates, and representatives, (b) other EXHIBITORS its and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and its and their directors, officers and employees (“IB Indemnitees”) harmless against any and all liabilities, obligations, lossespenalties, damages, penalties, actionscosts, judgments, suitsattorney's fees or any other expenses incurred in connection with any and all claims of any kind against IBCE by customers, prospective customers, Participating Customers, civil or regulatory authorities or any other third parties, which relate to: (i) any breach by the Advisor of this Agreement or other agreements with IBCE and/or Participating Customer (including but not limited to the Advisory Agreement); or (ii) the Advisor's provision of investment advisory services (including specific conduct, advice, trades or recommendations of Advisor) to any Participating Customer or the Advisor's activities under this Agreement. B. If the Advisor signing this Agreement is a primary Advisor to a Participating Customer account and has appointed or contracted one or more sub-advisors to provide sub- advisory services for the account, the Advisor indemnifies and agrees to hold the IB Indemnitees harmless against any and all penalties, damages, costs, judgments, attorney's fees or any other expenses incurred in connection with any and all claims of any kind against IBCE by customers, prospective customers, Participating Customers, civil or regulatory authorities or any other third parties, which relate to sub-advisor’s actions, conduct, advice, trades or recommendations in connection with any IBCE customer account for which Advisor has appointed or contracted sub- advisor. This indemnity provision is applicable regardless of whether or not Advisor exercised proper diligence and care in selecting and monitoring the activities of the sub-advisor. C. If within ten (10) business days after receiving written notice of any claim, demand, proceeding, suit or action with respect to which IB Indemnitees may have any claim to indemnification under this Agreement, the Advisor shall fail to institute the defence of the IB Indemnitee in connection with such claim, demand, proceeding, suit or action, or if thereafter the Advisor shall fail diligently to prosecute such defence, the IB Indemnitee shall have the right, but not the obligation, to defend such action. The costs and expenses, including reasonable attorney’s attorneys’ fees, associated with such a defence shall be borne by the Advisor. Neither the exercise of the right to participate in or disbursements of assume the responsibility for any kind or nature whatsoeversuch defence nor the failure to exercise such rights shall limit, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating way, the IB Indemnitee’s rights to indemnification under this Agreement. The Advisor shall not settle any claim, demand, proceeding, suit or action against an IB Indemnitee without the prior written consent of the IB Indemnitee. In any claim, demand, proceeding, suit or action with respect to which IB Indemnitees may have any claim to indemnification under this Agreement, whether the defence is instituted by the Advisor or by the IB Indemnitee, the IB Indemnitee shall have the right to select its preferred counsel, whose costs along with all other costs of defence shall be borne by the Advisor. ▇. ▇▇▇▇▇▇, misunderstandings or controversies between the Advisor (and/or any sub- advisors) and Participating Customers shall be the Advisor's (and/or any sub- advisors’) sole responsibility and liability. ▇. ▇▇▇▇'s liability in any action, proceeding or claim arising out of this Agreement or any breach thereof, and Advisor's remedy, shall be limited to any actually collected and properly owed Advisory Fees (including EXHIBITOR’S except for damages arising out of intentional breach of this Agreement) and/or EXHIBITOR’S use contract, and for damages arising out of exhibits or attendance at the Conferencebreach of contract that damages human life, physical integrity and health). EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART IBCE shall not be liable under any circumstances for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits loss of profit or any direct, indirect, incidental, special, indirectexemplary, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other mattersdamages. F. The liability and indemnity provisions herein shall remain operative and in full force after termination of this Agreement.

Liability and Indemnity. EXHIBITOR assumes sole responsibility and liability for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR The Customer will indemnify and its employees keep the Loader indemnified against all costs, consequences and representatives, liability whatsoever associated with any Vessel Default. (b) other EXHIBITORS and their employees and The Loader will only be liable for failing to Load the Tonnage if such failure is: (i) as a result of a material breach of this Agreement by the Loader (or the Loader’s employees, representatives, agents or contractors); (ii) as a result of fraudulent or unexplained physical stock shortage; (iii) as a result of a quality defect caused by the Loader (or the Loader’s employees, representatives, agents or contractors) negligence, wilful default, or wilful misconduct. (c) conference attendeesIt is agreed that the Loader will not be liable to Customer or any third party or any person claiming through or on behalf of the Customer, guests for any Claims or visitorsLoss, including but not limited to: (i) any special or unusual event or any natural process (as determined by the Loader acting reasonably) causing loss or damage to the Tonnage; (ii) any loss or damage arising out of or related to the incidence or effect or both of any delays in the loading or unloading of trains, trucks, containers or ships unless such delays are caused by the Loader (or the Loader’s employees, representatives, agents or contractors) negligence, wilful default or wilful misconduct; (iii) any loss or damage arising out of or related to comingling of different Grades of Grain unless such comingling is caused by the Loader (or the Loader’s employees, representatives, agents or contractors) negligence, wilful default or wilful misconduct; (iv) the natural deterioration of Grain; (v) in respect of any loss or damage arising out of or related to any quality or quantity deficiencies; (vi) any loss or damage arising out of or related to Grain passing or failing to pass inspection by any surveyor, officer or inspector; (vii) any loss or damage arising out of or related to toxic or other chemical residues, other contamination or genetic modification unless caused by the Loader (or the Loader’s employees, representatives, agents or contractors) negligence, wilful default or wilful misconduct; (viii) any indirect or Consequential Loss i suffered or incurred directly or indirectly by the Customer as a result of any loss or downgrade of or damage to Grain however caused (including without limitation any loss, cost, damage or expense caused by the failure of the Loader to comply with any of its obligations under this Agreement or any negligent act or omission on the part of the Loader, its employees or Agents. (ix) the Customer remains the owner of the Grain at all times until the Grain is sold or removed from the Port Terminal subject to applicable fees. (x) where contaminated Grain is received from or on behalf of the Customer from any site, and this Grain contaminates other stock at the Port Terminal, the Customer is deemed the owner of the contaminated Grain and is liable for all Loss incurred by the Loader (including from Claims by other Customers) caused by and all costs associated with the contaminated stock. (xi) notwithstanding any other provision in this Agreement, the Customer acknowledges and accepts that matters and events beyond Loader’s control may occur (including but not limited to Vessel Default, Grain quality issues, Vessel congestion, lack of performance and Port Block Outs or other service providers) which means Loader cannot guarantee all cargos can or will be loaded as scheduled. Loader will try to avoid any changes or delays where possible and load Vessels as scheduled and will keep the Customer informed. (d) In any event, the HILTON CLEVELAND DOWNTOWN and Loader’s maximum liability in respect of providing the owners, employees and representatives thereof, and Services under this Agreement in respect of any Claim or Loss shall not exceed $100,000 in respect of any one event or $250,000 in aggregate. (e) any other persons lawfully on To the extent permitted by law the Loader excludes all conditions and warranties implied at law or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way by statute relating to or arising out the obligations of this Agreement (including EXHIBITOR’S breach of the Loader under this Agreement. (f) and/or EXHIBITOR’S use The Loader’s liability under any non-excludable implied condition or warranty is limited to: (i) in the case of exhibits or attendance at services, the Conference. EXHIBITOR further agrees to obtainlowest of the costs of supplying the services again and having the services supplied again; and (ii) in the case of goods, maintain the lowest of the costs of replacing the goods, acquiring equivalent goods and pay for general insurance coverage in amounts sufficient to insure against having the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other mattersgoods repaired.

Liability and Indemnity. EXHIBITOR assumes sole responsibility and liability for all damages 10.1 If Siegfried is unable to meet the agreed time lines regarding the delivery of Product or injuries arising out of, resulting fromthe rendering of the Services, or in case the Service or Product is rejected by ACADIA in accordance with Section 2.11 or Section 3.9 of this Agreement, Siegfried shall (i) in the case of delay, deliver the delayed Product or render the delayed Services respectively, or (ii) in the case of rejection of the Services or Product, shall replace the rejected Services with Services that conform to the applicable MSA Attachment or replace the rejected Product with Product that conforms with the warranties in Section 9.2, in either case of clause (i) or (ii) as soon as possible, at no additional cost to ACADIA (it being understood that Siegfried shall bear the full manufacturing cost of replacement of any manner connected with its exhibit (rejected Product, including installation and dismantling) that may be suffered by (a) EXHIBITOR the purchasing cost of raw materials and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereofcost of destruction of any non-conforming Product), and if delivery of conforming Product or rendering of conforming Services is not possible within reasonable additional time (e) but in any other persons lawfully event within [*…***…] days from the date the notice of rejection is provided), or if ACADIA no longer requires such Services or Product subject to the delay or rejection, refund or credit to ACADIA, as applicable, within […***…] Business Days all amounts theretofore paid by ACADIA to Siegfried for such late or rejected Product or Service, on a pro-rata basis, for the portion of Product or about Service that is not delivered or replaced. Except in the convention premises. EXHIBITOR agrees case of Siegfried’s gross negligence or willful misconduct, such delivery, replacement or refund, shall be the only remedy available to ACADIA in case of late deliveries of Product or Services or non-conforming Product or Services. 10.2 Siegfried shall indemnify, defend and hold harmless JUMP$TART ACADIA and its subsidiaries Affiliates, and affiliates, its and their directors, officers, officers and employees, agents, representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, liabilities damages, penaltiessettlements, actionsfines, judgments, suits, costs, costs and expenses, including reasonable attorney’s fees, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or legal expenses and attorneys’ fees (collectively Losses) arising out of or in connection with third party claims, suits, actions, demands or judgments (collectively Claims) to the extent arising out of or in connection with (i) the manufacture or supply of the Product by Siegfried or its Affiliates (except to the extent resulting from practice by Siegfried or its Affiliates of ACADIA’s intellectual property and know-how to manufacture the Product in accordance with the manufacturing process agreed and provided by ACADIA), (ii) the breach of any of Siegfried's obligations, warranties or representations under this Agreement Agreement, or (including EXHIBITOR’S iii) the negligence or willful misconduct of Siegfried or its Affiliates, except, in each case, except to the extent such Losses are caused by ACADIA negligence or willful misconduct or by its breach of this Agreement) and/or EXHIBITOR’S use . * ***Confidential Treatment Requested 10.3 ACADIA shall indemnify, defend and hold harmless Siegfried and its Affiliates, and its and their directors, officers and employees, against all Losses, arising out of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant connection with any Claim to the provisions extent arising out of or in connection with (i) the marketing, promotion, distribution and/or sale by or on behalf of ACADIA of the Product supplied by Siegfried to ACADIA, (ii) a breach of ACADIA’s obligations, representations, or warranties under this section. Proof Agreement, or (iii) the negligence or willful misconduct of ACADIA, except, in each case, to the extent such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred Losses are caused by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits Siegfried's negligence or any incidental, special, indirect, punitive willful misconduct or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding by its breach of the CONFERENCE or regarding any other mattersAgreement.

Liability and Indemnity. EXHIBITOR assumes sole responsibility and liability for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART Agent shall not be liable for failure any losses or taxes to deliver exhibit space or of, or payable by ESPV at any time from any cause whatsoever or any losses or taxes directly or indirectly arising out of or in connection with or related to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S controlthe performance by Agent of this Agreement unless such losses or taxes are the result of Agent’s own willful misconduct, gross negligence, deceit or fraud. In such event[****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, JUMP$TART will reimburse fees paid hereunderMARKED BY BRACKETS, less expenses incurred by JUMP$TARTHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, including advertising, administration AS AMENDED. (b) Agent shall indemnify and related expenses. Under no circumstances shall JUMP$TART be liable hold harmless the ESPV Indemnified Parties for any lost profits Losses which they may incur or be subject to as a result of or arising from: (i) the performance of the Services or any incidentalbreach of this Agreement by Agent, special(ii) the material inaccuracy of any representation or warranty made by Agent, indirect(iii) any failure of Agent to comply in respect of the ESPV Indemnified Parties’ obligations in connection with the Program or with any Requirements provided such obligations are to be satisfied by Agent in accordance with this Agreement, punitive (iv) any improper use or consequential disclosure or unlawful use or disclosure of Customer Information by Agent, (v) any liability of the ESPV Indemnified Parties for any fees, costs, or other amounts due including damages whatsoever. JUMP$TART makes or liquidated damages, arising out of any contract with a third party service provider retained by Agent, and (vi) the ESPV Indemnified Parties’ indemnification obligations under the Participation Agreement to the extent such obligations arise from the Agent’s willful misconduct, gross negligence, deceit or fraud in the performance of the Services; provided, however, that this indemnity shall not apply and Agent shall have no representations liability in respect of Losses to the extent that they arise from (x) the willful misconduct, gross negligence, deceit or warrantiesfraud of an ESPV Indemnified Party (as determined by a final non-appealable order of court of competent jurisdiction), express (y) any action that an ESPV Indemnified Party requires Agent to take pursuant to a direction but only to the extent that Agent takes such action in accordance with such direction and in accordance with the provisions hereof, or implied(z) a refusal by an ESPV Indemnified Party to take action upon a recommendation made in good faith by Agent in accordance with the terms hereof. (c) This Agreement contemplates that Agent shall receive the relevant information from ESPV and/or Victory Park in order for Agent to make required credit and debit entries and to make the calculations and supply the information and reports required herein, regarding and that Agent will do the CONFERENCE foregoing to the extent such information is so provided and on the basis of such information, without undertaking any independent verification or regarding any other mattersrecalculation of such information. (d) The indemnity obligations set forth in this Section 3.2 shall survive the termination of this Agreement.

Liability and Indemnity. EXHIBITOR assumes sole responsibility and liability for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN 9.01 The County and the ownersContractor agree to jointly and severally act to ensure that neither becomes responsible for any such actions taken with regard to any inmate prior to the delivery of such inmate to the Contractor's employees, employees and representatives thereofofficers, and (e) any agents at the Facility. To the extent possible and allowed by law, the County and Contractor will insure that all inmate agreements and contracts with other persons lawfully on or about jurisdictions provide that the convention premises. EXHIBITOR agrees contracting jurisdiction shall, to indemnifythe extent allowed by law, defend defend, indemnify and hold harmless JUMP$TART the County and Contractor for any claims, damages or losses arising, or alleged to have arisen from act or failures to act, including but not limited to claims of false arrest, false imprisonment, wrongful detention, violation of civil rights, and all other claims of a similar nature, occurring prior to the delivery of any inmate to the Facility, or occurring after the release of any inmate therefrom to the contracting jurisdiction or assigning agency. 9.02 Contractor agrees to and hereby does defend, hold harmless and indemnify the County and its subsidiaries and affiliatesofficers, directors, officers, employees, agents, representatives, volunteers, successors agents and assigns, representatives from and against any and all liabilitiesclaims, obligationsdamages, demands, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, assessments and expenses incurred or disbursements suffered by the County that arise out of or result from any kind cause or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART claim or any of such indemnities in any way relating negligent or wrongful act or failure to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed act pursuant to the provisions of this section. Proof Agreement by the Contractor or its officers, employees, agents or representatives, or its subcontractors or assigns, but not including specifically, claims made that arise out of negligence of the officers, directors, employees and agents of the County while on the premises of the Facility. A. This indemnity(s) provisions(s) is not meant to violate the public policies regarding indemnity If a court of competent jurisdiction determines that the provisions of Section 56-7-1 NMSA 1978, as amended, are applicable to this Agreement, or any cla▇▇ ▇▇▇▇▇▇g under this Agreement, then any Agreement to indemnify contained in this Agreement will not extend to liability, claims, damages, losses or expenses, including attorneys fees arising out of: (1) The preparation or approval, maps, drawings, opinions, reports, surveys, change orders, design or specifications by the orders, designs or specifications by the indemnity, or the agents or employees of the indemnities, or (2) the giving of or the failure to give directions or instructions by indemnify or the agents or employees of the indemnity, or such insurance giving or failure to give directions or instructions is the primary cause of bodily injury to person or damage to property. 9.03 The Contractor agrees to and does hereby assume responsibility for the maintenance and repair of the real and personal property that is (a) owned by the County or the Contractor; (b) is located at the Facility and; (c) is used by the Contractor in the operation or maintenance of the Facility. 9.04 Notwithstanding the foregoing or an other term or provision or condition of this Agreement, as to third parties and third party claims, nothing in this Agreement is intended to nor shall be provided to JUMP$TART interpreted to: (a) waive or deprive the County or the Conductor of any legal defense; (b) give, grant or bestow any legal right, defense or benefit upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other matters.third party; or;

Liability and Indemnity. EXHIBITOR assumes sole responsibility and liability for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART 7.1 The Security Trustee shall not be liable for failure any loss or damage suffered by the Issuer or any Bondholder or otherwise arising directly or indirectly as a result of or in the course of the discharge by the Security Trustee of its duties to deliver exhibit space the Bondholders hereunder or in connection with the subject matter of this Agreement, unless such loss or damage is directly attributable to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such eventa breach of this Agreement or the gross negligence, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances fraud or wilful default of the Security Trustee. 7.2 The Security Trustee shall JUMP$TART not be liable for any lost profits loss or damage which the Issuer may suffer if the Security Trustee has acted in good faith or upon any incidentalinstruction or communication (including, specialwithout limitation, indirectelectronic mail or pricing information received) reasonably believed by the Security Trustee to be genuine or failing to act in respect of the same where the Security Trustee does not believe that to be the case otherwise than as a result of some act directly attributable to gross negligence, punitive fraud or consequential damages whatsoever. JUMP$TART makes no representations wilful default on the part of the Security Trustee. 7.3 The Security Trustee shall not be liable for any failure to fulfil its duties to any Bondholder or warrantiesto the Issuer if such failure shall be caused by, express or implieddue to, regarding war damage, enemy action, the CONFERENCE act of any government or regarding other competent authority, riot, civil commotion, rebellion, ▇▇▇▇▇, ▇▇▇▇▇▇▇, accident, fire, strike, lock-out or other cause whether similar or not that is reasonably beyond the control of the Security Trustee. 7.4 The Issuer shall indemnify and hold harmless and keep the Security Trustee indemnified against all actions, proceedings, claims and demands (including reasonably costs and expenses incidental thereto) which may be made against, suffered or incurred by the Security Trustee in respect of any other mattersloss or damage suffered or alleged to have been suffered in connection with the performance by the Security Trustee of its duties under this Agreement otherwise than as a result of a breach of this Agreement, or some act of gross negligence, fraud, or wilful default on the part of the Security Trustee. 7.5 For the avoidance of any doubt it is hereby agreed and declared that reference to the Security Trustee in this clause shall be deemed to include references to the officers, servants, agents and delegates of the Security Trustee. 7.6 The indemnity given to the Security Trustee in this Agreement shall survive termination of this Agreement.

Liability and Indemnity. EXHIBITOR assumes sole responsibility and liability for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR The Customer will indemnify and its employees keep the Loader indemnified against all costs, consequences and representatives, liability whatsoever associated with any Vessel Default. (b) other EXHIBITORS and their employees and The Loader will only be liable for failing to Load the Tonnage if such failure is: (i) as a result of a material breach of this Agreement by the Loader (or the Loader’s employees, representatives, agents or contractors); (ii) as a result of fraudulent or unexplained physical stock shortage; (iii) as a result of a quality defect caused by the Loader (or the Loader’s employees, representatives, agents or contractors) negligence, wilful default, or wilful misconduct. (c) conference attendees, guests or visitors, (d) It is agreed that the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall Loader will not be liable for any other loss or damage, including but not limited to: (i) any special or unusual event or any natural process (as determined by the Loader acting reasonably) causing loss or damage to the Tonnage; (ii) any loss or damage arising out of or related to the incidence or effect or both of any delays in the loading or unloading of trains, trucks, containers or ships unless such delays are caused by the Loader (or the Loader’s employees, representatives, agents or contractors) negligence, wilful default or wilful misconduct; (iii) any loss or damage arising out of or related to comingling of different Grades of Grain unless such comingling is caused by the Loader (or the Loader’s employees, representatives, agents or contractors) negligence, wilful default or wilful misconduct; (iv) the natural deterioration of Grain; (v) in respect of any loss or damage arising out of or related to any quality or quantity deficiencies; (vi) any loss or damage arising out of or related to Grain passing or failing to pass inspection by any surveyor, officer or inspector (if not Loader employees or representatives); (vii) any loss or damage arising out of or related to toxic or other chemical residues, other contamination or genetic modification unless caused by the Loader (or the Loader’s employees, representatives, agents or contractors) negligence, wilful default or wilful misconduct; (viii) any indirect or consequential loss (including but without limitation loss of profit, loss of opportunity or loss of reputation), cost, damage or expense suffered or incurred directly or indirectly by the Customer as a result of any loss or downgrade of or damage to Grain however caused (including without limitation any loss, cost, damage or expense caused by the failure of the Loader to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. comply with any of its obligations under this Agreement or any negligent act or omission on the part of the Loader, its employees or Agents). (d) In such any event, JUMP$TART the Loader’s liability in respect of providing the Services under this Agreement whether in tort or in contract, will reimburse fees paid hereundernot exceed $100,000 in respect of any one event or $250,000 in aggregate. (e) To the extent permitted by law the Loader excludes all conditions and warranties implied at law or by statute relating to the obligations of the Loader under this Agreement. (f) The Loader’s liability under any non-excludable implied condition or warranty is limited to: (i) in the case of services, less expenses incurred by JUMP$TARTthe lowest of the costs of supplying the services again and having the services supplied again; and (ii) in the case of goods, including advertisingthe lowest of the costs of replacing the goods, administration acquiring equivalent goods and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding having the CONFERENCE or regarding any other mattersgoods repaired.

Liability and Indemnity. EXHIBITOR assumes sole responsibility and liability 19.1 GroupM shall not be liable for all damages any act or injuries arising out ofomission by any of the Customers, resulting fromnor for any breach by the Customers of the terms of the Framework Agreement, the Enrolment Agreement or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully applicable terms. 19.2 The Supplier shall indemnify the Customers in full on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assignsdemand, from and against any loss, cost, damage, expense, claims or proceedings suffered or incurred by the Customers (including legal expenses) arising out of or in connection with: (a) any negligence, misconduct, act or omission of any Temporary Worker; (b) any breach of this Framework Agreement or an Enrolment Agreement; or (c) any loss or damage to property of any Customer during the provision of the Service. 19.3 The Supplier shall be responsible for the tax liability and National Insurance obligations in respect of the Temporary Workers and all liabilities, obligations, losses, damagesthe Supplier’s staff. The Supplier shall indemnify the Customers for all costs and expenses incurred by the Customers as a result of any failure by the Supplier to pay any such taxation and any deductions required by law anywhere in the world. 19.4 The Supplier shall indemnify the Customers and/or the Successor Supplier against any liability, penalties, actionsexpenses, judgmentsawards, suitsloss (including legal costs), costsdamages or costs suffered or incurred by the Customer and/or the Successor Supplier in relation to any proceedings, claim, demand, or allegation of entitlement by a Temporary Worker, a Contract Worker or any staff of the Supplier in relation to their employment with the Supplier or termination of employment by the Supplier in any circumstances and for whatever reason. 19.5 The Supplier shall indemnify the Customers and/or the Successor Supplier and keep the Customers and/or the Successor Supplier indemnified against any liability, penalties, expenses, awards, loss (including reasonable attorney’s feeslegal costs), damages or disbursements costs which a Customer and/or the Successor Supplier incurs or becomes liable for as a result of any kind complaint, claim and/or action brought in whatever form or nature whatsoeverforum by: (a) a Temporary Worker, which may be imposed on, incurred by, or asserted against JUMP$TART a Contract Worker or any staff of the Supplier on the claimed grounds that he/she is an employee or worker of the Customer and/or any Successor Supplier (whether by operation of the Transfer Regulations or otherwise) and/or any other claim arising from any other employment legislation or protection; and/or (b) any employee, worker, agent or consultant of the Customer which relates to or arises out of any act or omission of the Supplier, its staff or any Temporary Worker or Contract Worker. 19.6 Should any Temporary Worker, Contract Worker or any staff of the Supplier allege at any time (including on the termination and/or expiry of the Agreement) that their contract of employment with the Supplier has transferred to the Customer and/or the Successor Supplier by operation of the Transfer Regulations then it is agreed as follows: (a) on becoming aware of any such indemnities in allegation the Customer and/or the Successor Supplier may immediately terminate such contract of employment; and (b) the Supplier will indemnify and keep indemnified the Customer and/or the Successor Supplier against any way relating to liability, penalties, expenses, awards, loss (including legal costs), damages or costs associated or arising out of this Agreement (including EXHIBITOR’S breach the employment of this Agreement) and/or EXHIBITOR’S use any such person or the termination of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the their employment. 19.7 The provisions of this section. Proof Clause 19 shall continue after the termination of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other mattersAgreement.

Liability and Indemnity. EXHIBITOR assumes sole responsibility and liability for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN LOEWS ATLANTA HOTEL and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other matters.

Liability and Indemnity. EXHIBITOR assumes sole responsibility 30.1. General indemnity a) The Concessionaire will indemnify, defend and liability hold the Authority harmless against any and all proceedings, actions and, third party claims (other than a claim by the Authority or GOI for all damages or injuries loss, damage and expense of whatever kind and nature arising out ofof the design, resulting fromengineering, construction and procurement for Service Area, and O&M of the Project or in arising out of a breach by Concessionaire of any manner connected with of its exhibit (including installation and dismantling) obligations under this Agreement except to the extent that may be suffered by (a) EXHIBITOR and its employees and representatives, (any such claim has arisen due to the Authority Event of Default). b) other EXHIBITORS and their employees and representativesThe Authority will, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART the Concessionaire against any and all proceedings, actions, third party claims for loss, damage and expense of whatever kind and nature arising out of defect in title and/or the rights of the Authority in the land comprised in the Project Site adversely affecting the performance of the Concessionaire’s obligations under this Agreement and/or arising out of acts done in discharge of their lawful functions by the Authority, its subsidiaries and affiliates, directors, officers, employeesservants, agents, representativessubsidiaries and contractors (“Authority Indemnified Persons”) including the Authority Events of Default except to the extent that any such claim has arisen due to a negligent act or omission, volunteersbreach of contract or breach of statutory duty on the part of the Concessionaire, successors its subsidiaries, affiliates, contractors, servants or agents including due to Concessionaire Event of Default. 30.2. Without limiting the generality of Clause 30.1 the Concessionaire shall fully indemnify, save harmless and assignsdefend the Authority including its officers, servants, agents, advisors and subsidiaries from and against any and all liabilitiesloss and damages arising out of or with respect to (a) failure of the Concessionaire to comply with Applicable Laws and Applicable Permits, obligations(b) payments of taxes relating to the Concessionaire’sContractors, lossessuppliers and representatives, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s feesincome or other taxes required to be paid by the Concessionaire without reimbursement hereunder, or disbursements (c) non-payment of any kind amounts due as a result of materials or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART services furnished to the Concessionaire or any of such indemnities in its Contractors which are payable by the Concessionaire or any way relating to or arising out of this Agreement (including EXHIBITOR’S breach its contractors. 30.3. Without limiting the generality of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this sectionArticle 30, the Concessionaire shall fully indemnify, save harmless and defend the Authority indemnified Person from and against any and all damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information , design or process used by the Concessionaire or by the Concessionaire’s Contractors in performing the Concessionaire’s obligations or in any way incorporated in or related to the Project. Proof If in any such suit, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the suspension of the injunction or restraint order. If, in any such insurance suit claim or proceedings, the Project, or any part, thereof or comprised therein is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall be provided promptly make every reasonable effort to JUMP$TART upon requestsecure for the Authority a licence, at no cost to the Authority, authoring continued use of the infringing work. JUMP$TART If the Concessionaire is unable to securesuch licence within a reasonable time, the Concessionaire shall, at its own expense and without impairing the specifications and standards either replace the affected work, or part, or process thereof with non-infringing work or parts or process, or modify the same so that it becomes non-infringing. 30.4. In the event that either Party receives a claim from a third party in respect of which it is entitled to the benefit of an indemnity under this Article 30 (the `Indemnified Party’) it shall notify the other Party (“Indemnifying Party”) within 14 (fourteen) days of receipt of the claim and shall not settle or pay the claim without the prior approval of the Indemnifying Party, such approval not to be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S controlunreasonably withheld or delayed. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for the event that the Indemnifying Party wishes to contest or dispute the claim it may conduct the proceedings in the name of the Indemnified Party subject the Indemnified Party being secured against any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other matterscosts involved to its reasonable satisfaction.

Liability and Indemnity. EXHIBITOR assumes sole responsibility Section 12.01. Except only as to injury, death or property damage proximately caused by the negligence of Landlord for which Landlord is legally liable, Tenant agrees to indemnify and liability for hold Landlord, Landlord’s agents and Landlord’s employees harmless from all claims, actions and damages (including costs and expenses of defending against all of the aforesaid) arising (or injuries arising out ofalleged to arise) from any act or omission of Tenant or Tenant’s agents, resulting fromemployees, assignees, sublessees, contractors, customers or invitees, or arising from any injury to or death of any person or persons or damage to or destruction of the property of any person or persons occurring in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR Leased Premises, and Tenant assumes responsibility for the condition of the Leased Premises and agrees to indemnifygive Landlord written notice in the event Tenant discovers any damage, defend defect or disrepair therein. Landlord agrees to indemnify and hold Tenant, Tenant’s agents and Tenant’s employees harmless JUMP$TART from all claims, actions and its subsidiaries damages (including costs and affiliates, directors, officersexpenses of defending against all of the aforesaid) arising (or alleged to arise) from any negligent act or omission of Landlord or Landlord’s agents, employees, agentsassignees, representativessublessees in the Common Area of the Commercial Park. Section 12.02. Tenant agrees to take out and maintain at all times during the lease term a policy of fire and extended coverage insurance on its alterations and other personal property placed at the Leased Premises (including, volunteersbut not limited to the rooftop HVAC and plate glass). Such policy shall contain a replacement cost endorsement. Such insurance policy shall contain a loss payable clause designating Tenant and Landlord as loss payees as their respective interests may appear. Tenant shall be responsible for the safety and personal well being of Tenant’s employees, both within the Leased Premises and in the Common Area. Section 12.03. Tenant will take out and maintain, at its own cost and expense, commercial general liability insurance coverage in a minimum amount of $2,000,000.00 combined single limit and shall include products liability coverage. Such policy shall name Landlord (and any of its affiliates, subsidiaries, successors and assignsassigns designated by Landlord, from subject to availability of such coverage on commercially reasonable terms) and against any Tenant as the insureds. Such policy shall be in a form and with a company reasonably acceptable to Landlord and shall be endorsed so as to be non-cancellable with respect to Landlord and not subject to material change except upon thirty (30) days prior written notice to Landlord given in the manner set forth in Article XXII, below. Section 12.04. Landlord agrees to take out and maintain at all liabilitiestimes during the Term of this Lease “all risk” replacement cost property insurance on the Building and Commercial Park, obligationscomprehensive general liability insurance commercially reasonable in coverage and amounts, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s feesand such additional insurance as may be commercially reasonable, or disbursements of any kind or nature whatsoever, which as may be imposed on, incurred by, or asserted against JUMP$TART or required by any of such indemnities in any way relating lender to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other mattersLandlord.

Liability and Indemnity. EXHIBITOR assumes sole 5.1 LGC shall perform the Services with reasonable care and skill. Except to the extent that LGC can be shown to have been negligent in carrying out the Services or in providing information or advice to the Customer, LGC accepts no responsibility for the use made of any information or advice arising therefrom by the Customer or any third party. 5.2 The aggregate liability of LGC under this Agreement shall be limited to the value of the Services and the Customer shall have a duty to mitigate any loss suffered by it pursuant hereto. In no event shall LGC be liable for loss of profits, loss of business or revenue, loss or corruption of data, loss of opportunity, loss of anticipated savings, depletion of goodwill, any third party claims, or any indirect or consequential loss or damage, which arise out of or in connection with this Agreement. Nothing in this Agreement shall exclude or limit LGC’s liability for death or personal injury caused by the negligence of LGC, its employees or agents or for fraudulent misrepresentation. 5.3 LGC SPECIFICALLY EXCLUDES LIABILITY FOR CUSTOMER TRAVEL, ACCOMMODATION AND OTHER ANCILLARY EXPENSES IN THE EVENT THAT THE SERVICES ARE CANCELLED OR RESCHEDULED PURSUANT TO THIS AGREEMENT. WHILE LGC SHALL ENDEAVOUR TO PROVIDE AS MUCH NOTICE AS FEASIBLE PRIOR TO CANCELLATION OR RESCHEDULING, THE CUSTOMER IS ADVISED TO BEAR THIS IN MIND IN ITS TRAVEL AND ACCOMMODATION CHOICES. 5.4 LGC hereby excludes all damages conditions, warranties and stipulations statutory, express or injuries arising out of, resulting from, or in any manner connected with its exhibit implied (including installation any warranties relating to accuracy or completeness of a Training Course or that a Training Course is up- to-date and/or meets the Customer’s requirements) which would or might subsist in favour of the Customer except as expressly provided for in this Agreement or where the Customer is by law deemed to be a consumer. LGC further makes no warranties that any Training Course delivered electronically will be timely, secure, uninterrupted or error free. 5.5 Save insofar as LGC can be shown to have been negligent under clause 5.1, the Customer shall: (i) fully indemnify LGC and dismantlingLGC’s Personnel against any loss, damage or injury (including injury resulting in death) that may be suffered to property or person sustained by (a) EXHIBITOR and LGC and/or its employees and representativesPersonnel, (b) other EXHIBITORS and their employees and representatives, the Customer and/or its Personnel, (c) conference attendees, guests or visitors, Registered Delegates and (d) any third party, where such loss, damage or injury is caused by the HILTON CLEVELAND DOWNTOWN negligent act or omission of the Customer, Customer’s Personnel or its Registered Delegates; (ii) fully indemnify LGC against all financial liability (including professional costs) suffered or incurred by LGC as a result of, or in connection with any third party claim brought against LGC resulting from death, injury, damage or loss occasioned by the use, operation, methods or other results of the Services; (b) fully indemnify LGC and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and LGC’s Personnel against any and all liabilitiesloss, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorneydamage or injury arising as a result of the Customer or its Registered Delegates’ breach of these terms. 5.6 The Customer’s fees, or disbursements sole remedy in respect of any kind liability of LGC or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance its Personnel shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other mattersin damages.

Liability and Indemnity. EXHIBITOR assumes 9.1 Pursuant to the provisions of Sec. 3.4, ownership of the Natural Gas is transferred from the Seller to Buyer after such Natural Gas passes through the “Delivery Point.” All risk of loss of any kind or nature whatsoever after the “Delivery Point” arising from the delivery, storage or usage of the Natural Gas shall be for the sole responsibility risk of the Buyer. Seller shall also not be liable to the Buyer, its customers or other third parties for the volume and liability for quality of the gas.” 9.2 Except as expressly provided in this Agreement, the SELLER shall forego all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR claims against the BUYER and its employees Affiliated Companies and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and shall hold harmless JUMP$TART and indemnify the BUYER and its subsidiaries Affiliated Companies against any and affiliatesall liability in respect of any of the following insofar as caused by or arising in the course of performance or purported performance of this Agreement (whether or not involving the negligent act or omission of the BUYER and its Affiliated Companies, directors, its directors or other officers, employees, agents, representativescontractors, volunteersor sub-contractors) namely: (a) any death, successors injury or illness of any officer, employee, agent, contractor or sub-contractor of the Seller; (b) any physical loss or damage to the Delivery Facilities (and assignsany loss including consequential losses associated with or arising from such loss or damage); or (c) any death, injury or illness of any third party or damage to the property of any third party occurring on or as a result of an accident involving any of the Delivery Facilities, SELLER shall hold harmless and indemnify the BUYER and its Affiliated Companies from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, damages or disbursements expenses whatsoever incurred by the BUYER and its Affiliated Companies in respect of any kind claims, demands, proceedings or nature whatsoevercauses of action arising from such death, which may be imposed oninjury, incurred byillness, loss or asserted damage. 9.3 Except as expressly provided in this Agreement the BUYER shall forego all claims against JUMP$TART or the SELLER and its Affiliated Companies for and shall hold harmless and indemnify the SELLER and its Affiliated Companies against any and all liability in respect of any of such indemnities in any way relating to the following insofar as caused by or arising out in the course of performance or purported performance of this Agreement (including EXHIBITOR’S breach whether or not involving the negligent act or omission of this Agreementthe Sellers, their directors or other officers, employees, agents, contractors or sub-contractors) and/or EXHIBITOR’S use namely: (a) any death, injury or illness of exhibits any officer, employee, agent, contractor, sub-contractor or attendance at customer of the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant Buyer; (b) any physical loss or damage to the provisions facilities of this section. Proof the BUYER or its customers (and any loss including consequential losses associated with or arising from such loss or damage); or (c) any death, injury or illness of such insurance any third party or damage to the property of any third party occurring on or as a result of an accident involving any of the BUYER’s facilities, products or services; BUYER shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such eventhold harmless and indemnify the SELLER and its Affiliated Companies from and against any and all costs, JUMP$TART will reimburse damages, legal fees paid hereunder, less liabilities or expenses whatsoever incurred by JUMP$TARTthe SELLER and its Affiliated Companies in respect of any claims, including advertisingdemands, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits proceedings or any incidentalcauses of action arising from such death, specialinjury, indirectillness, punitive loss or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other mattersdamage.

Liability and Indemnity. EXHIBITOR assumes sole responsibility and Sun-Canadian Pipe Line Company Limited does not assume any liability for all damages inconvenience or injuries arising out ofloss of income due to obstructions including but not limited to pipeline maintenance, resulting from, or in any manner connected with its exhibit (including installation access and dismantling) that may be suffered emergency situations created by Sun- Canadian pipelines. (a) EXHIBITOR Applicant shall: (i) be liable to Sun-Canadian for all loss, damages and expenses which Sun-Canadian for all loss, damages and expenses which Sun-Canadian may suffer, sustain, pay or incur by reason of any matter or thing arising out of or attributable to any act or omission of Applicant, its servant, agents contractors or employees in respect of Applicant’s use of the Crossing Area or by reason of this Agreement, and representativesin addition; (ii) indemnify Sun-Canadian against all actions, proceedings, claims, demands and costs which may be brought against or suffered by Sun-Canadian or which it may sustain, pay or incur by reason of any matter or thing arising out of or attributable to any act or omission of Applicant, its servants, agents, contractors or employees in respect of Applicant’s use of the Crossing Area or by reason of this Agreement. (b) other EXHIBITORS Sun-Canadian shall: (i) be liable to the Applicant for all loss, damages and their expenses which the Applicant may suffer, sustain, pay or incur by reason of any matter or thing Arising out of or attributable to any act or omission of Sun-Canadian, its Servants, agents, contractors or employees in respect of Sun-Canadian’s use of the Crossing Area or by reason of this Agreement, and representativesin addition; (ii) indemnify Applicant against all actions, proceedings, claims, demands, and costs which may be brought against or suffered by Applicant or which it may sustain, pay or incur by reason of any matter or thing arising out of or attributable to any act or omission of Sun-Canadian, its servants, agents, contractors or employees in respect of Sun-Canadian’s use of the Crossing Area or by reason of this Agreement. (c) conference attendees, guests or visitors, (dThe provisions of 8(a) and 8(b) herein shall survive the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement (including EXHIBITOR’S breach termination of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other matters.

Liability and Indemnity. EXHIBITOR assumes sole responsibility and liability for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN THE OMNI SHOREHAM HOTEL and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S controlany reason. In such eventevent that JUMP$TART is unable to deliver exhibit space to EXHIBITOR, JUMP$TART JUMP$TART’s sole liability will be to reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other matters.

Liability and Indemnity. EXHIBITOR assumes sole responsibility and liability for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to 8.1 Buyer shall indemnify, defend and hold save harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, the Seller Indemnitees from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expensesClaims and Losses of Third Parties for loss of or damage to any property whatsoever or for injury, including reasonable attorneyfatal injury, and death to any person whatsoever that arise out of or are connected with actions or omissions in the performance by Buyer of its obligations under this Agreement, except in each case to the extent caused by Seller’s feesbreach of the Agreement, or disbursements the negligence or willful misconduct of Seller or any Seller Indemnitee. 8.2 Seller shall indemnify, defend and save harmless the Buyer Indemnitees from and against any and all Claims and Losses of Third Parties for loss of or damage to any property whatsoever or for injury, including fatal injury, and death to any person whatsoever that arise out of or are connected with actions or omissions in the performance by Seller of its obligations under this Agreement, or that arise out of or are connected with the handling, storage, sales, transportation, use, misuse, blending, processing or disposal by or on behalf of Seller or its Affiliates or their contractors or carriers of any kind tier, of any SAF prior to the time such SAF has been delivered to the Delivery Point, except in each case to the extent caused by Buyer’s breach of the Agreement, the negligence or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART willful misconduct of Buyer or any Buyer Indemnitee. 8.3 The liability of such indemnities in Seller for any way relating loss, damage, claim or other expenditure arising from Seller failing to or arising out of this perform its obligations under the Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant shall be limited to the provisions prompt refund of this sectionthe price of an affected delivery or (at Seller’s option) or the replacement of affected Buyer Credits at no additional cost to Buyer. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART The preceding sentence and limitations shall not be liable for failure apply in relation to deliver exhibit space any indemnities owed by the Seller to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TARTthe Buyer, including advertisingunder Clause 8.2. 8.4 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE GENERAL TERMS AND CONDITIONS OR THE AGREEMENT, administration and related expensesNEITHER PARTY SHALL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR LOSS OF BUSINESS, OR BUSINESS INTERRUPTION DAMAGES, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING, AND REGARDLESS OF WHETHER AVAILABLE IN TORT OR AGREEMENT OR BY STATUTE. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidentalTHESE LIMITATIONS SHALL APPLY EVEN IF IT CAUSES A REMEDY IN THIS AGREEMENT TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF THIS CLAUSE 8.4 SHALL NOT PREVENT THE RECOVERY THROUGH THE INDEMNIFICATION PROVISIONS OF THIS CLAUSE 8 OF CONSEQUENTIAL, specialINCIDENTAL, indirectSPECIAL, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warrantiesPUNITIVE, express or implied, regarding the CONFERENCE or regarding any other mattersOR EXEMPLARY DAMAGES SUFFERED BY AND PAID TO A THIRD PARTY BY AN INDEMNIFIED PARTY (EXCLUDING THIRD PARTY CUSTOMERS OF AN INDEMNIFIED PARTY) AS A RESULT OF ACTIONS INCLUDED IN THE PROTECTION AFFORDED BY THE INDEMNIFICATION PROVISIONS OF CLAUSE 8.

Liability and Indemnity. EXHIBITOR assumes sole responsibility and liability for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR The Customer will indemnify and its employees keep the Loader indemnified against all costs, consequences and representatives, liability whatsoever associated with any Vessel Default. (b) other EXHIBITORS and their employees and The Loader will only be liable for failing to Load the Tonnage if such failure is: (i) a result of a material breach of this Agreement by the Loader (or the Loader’s employees, representatives, agents or contractors); (ii) a result of fraudulent or unexplained physical stock shortage; (iii) a result of a quality defect caused by the Loader’s (or the Loader’s employees, representatives, agents or contractors) negligence, wilful default, or wilful misconduct. (c) conference attendeesIt is agreed that the Loader will not be liable to Customer or any third party or any person claiming through or on behalf of the Customer, guests for any Claims or visitorsLoss, including but not limited to: (i) any special or unusual event or any natural process (as determined by the Loader acting reasonably) causing loss or damage to the Tonnage; (ii) any loss or damage arising out of or related to the incidence or effect or both of any delays in the loading or unloading of trains, trucks, containers or ships unless such delays are caused by the Loader’s (or the Loader’s employees’, representatives’, agents’ or contractors’) negligence, wilful default or wilful misconduct; (iii) any loss or damage arising out of or related to comingling of different Grades of Grain unless such comingling is caused by the Loader’s (or the Loader’s employees’, representatives’, agents’ or contractors) negligence, wilful default or wilful misconduct; (iv) the natural deterioration of Grain; (v) in respect of any loss or damage arising out of or related to any quality or quantity deficiencies; (vi) any loss or damage arising out of or related to Grain passing or failing to pass inspection by any surveyor, officer or inspector; (vii) any loss or damage arising out of or related to toxic or other chemical residues, other contamination or genetic modification unless caused by the Loader’s (or the Loader’s employees’, representatives’, agents’ or contractors’) negligence, wilful default or wilful misconduct; (viii) any indirect or Consequential Loss suffered or incurred directly or indirectly by the Customer as a result of any loss or downgrade of or damage to Grain however caused (including without limitation any loss, cost, damage or expense caused by the failure of the Loader to comply with any of its obligations under this Agreement (except where this liability cannot be excluded by law). (ix) the Customer remains the owner of the Grain at all times until the Grain is sold or removed from the Port Terminal subject to applicable fees. (x) where contaminated Grain is received from or on behalf of the Customer from any site, and this Grain contaminates other stock at the Port Terminal, the Customer is deemed the owner of the contaminated Grain and is liable for all Loss incurred by the Loader (including from Claims by other Customers) caused by and all costs associated with the contaminated stock. (xi) notwithstanding any other provision in this Agreement, the Customer acknowledges and accepts that matters and events beyond Loader’s control may occur (including but not limited to Vessel Default, Grain quality issues, Vessel congestion, lack of performance and Port Block Outs or other service providers) which means Loader cannot guarantee all cargos can or will be loaded as scheduled. Loader will try to avoid any changes or delays where possible and load Vessels as scheduled and will keep the Customer informed. (d) Except where a Claim or Loss has been solely caused by the HILTON CLEVELAND DOWNTOWN and Loader’s negligence or wilful misconduct, the owners, employees and representatives thereof, and Loader’s maximum liability in respect of providing the Services under this Agreement in respect of any Claim or Loss shall not exceed $100,000 in respect of any one event or $250,000 in aggregate. (e) any other persons lawfully on To the extent permitted by law the Loader excludes all conditions and warranties implied at law or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way by statute relating to or arising out the obligations of this Agreement (including EXHIBITOR’S breach of the Loader under this Agreement. (f) and/or EXHIBITOR’S use The Loader’s liability under any non-excludable implied condition or warranty is limited to: (i) in the case of exhibits or attendance at services, the Conference. EXHIBITOR further agrees to obtainlowest of the costs of supplying the services again and having the services supplied again; and (ii) in the case of goods, maintain the lowest of the costs of replacing the goods, acquiring equivalent goods and pay for general insurance coverage in amounts sufficient to insure against having the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other mattersgoods repaired.

Liability and Indemnity. EXHIBITOR assumes sole responsibility Warranty obligations during the warranty periods Obligations for financial losses of purchasers Obligations of Registrant and liability Tarion for major structural defects 2.1 The Registrant shall diligently perform the obligations heretofore or hereafter imposed upon the Registrant by the Act, the Regulations, this Agreement and/or the Bulletins and shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or injuries hereafter suffered or incurred by Tarion resulting from (or arising out of) any non- performance or inadequate performance of such obligations, resulting fromin whole or in part, at the times, (and in the manner) as may be provided or contemplated by the Act, the Regulations, this Agreement and/or the Bulletins, provided written notice of a claim against the Registrant, or relating to any homes in respect of which the Registrant acted as Vendor (or that were enrolled by the Registrant) has been given to Tarion within the relevant warranty period(s). 2.2 The Registrant shall diligently perform the obligations of the Registrant under each purchase agreement heretofore or hereafter entered into by the Registrant relating to any manner connected home in respect of which the Registrant acted as Vendor (or that was enrolled by the Registrant). In the event of the failure of the Registrant to perform such obligations, the Registrant shall pay to each purchaser who has made a written claim to Tarion (in respect of his or her purchase agreement with its exhibit (including installation and dismantlingthe Registrant) that may be prior to the expiration of the applicable limitation period, the amount of the financial loss suffered by (a) EXHIBITOR and its employees and representativessuch purchaser plus, (b) other EXHIBITORS and their employees and representativesin the case of a condominium unit, (c) conference attendees, guests or visitors, (d) deposit interest which is owing by the HILTON CLEVELAND DOWNTOWN and Registrant to the owners, employees and representatives thereofpurchaser pursuant to the Condominium Act, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend shall indemnify and hold save Tarion harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitsclaims, costs, expenses, including reasonable attorney’s fees, damages and/or liabilities whatsoever heretofore or disbursements of any kind hereafter suffered or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to by Tarion resulting from (or arising out of this Agreement (including EXHIBITOR’S breach of this Agreementof) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof any non- payment of such insurance financial loss amount and interest. 2.3 Without limiting the obligations of the Registrant to Tarion arising under 2.1 and 2.2 hereof, it is understood and agreed that the Registrant shall be provided to JUMP$TART upon requestindemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or hereafter suffered or incurred by Tarion resulting from (or arising out of) any major structural defect in any home in respect of which the Registrant acted as Vendor (or that was enrolled by the Registrant), all in accordance with the Act and Regulations. JUMP$TART Enforcement of obligations 2.4 Tarion shall not be liable for failure obliged to deliver exhibit space proceed against the builder of any home in respect of which the Registrant acted as Vendor (or that was enrolled by the Registrant), prior to EXHIBITOR as contracted for herein due proceeding to causes beyond JUMP$TART’S controlenforce the obligations of the Registrant under this Agreement. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration Vendor obligation to retain Registered Builder Preservation of rights and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other matters.claims against others

Liability and Indemnity. EXHIBITOR assumes sole responsibility and liability 12.1 Neither Cedar nor any of its staff will be liable to the Client for all damages any indirect, special, consequential or injuries additional loss, injury, damage, expense or delay incurred or suffered by the Client arising out of, resulting from, directly or indirectly from or in any manner way connected with its exhibit (including installation and dismantling) that may be an Assignment and, in particular, but without limitation to the foregoing, any such loss, injury, damage, expense or delay arising from or in any way connected with: 12.1.1 failure of the Candidate to meet the requirements of the Client when providing the Services; 12.1.2 any act or omission of the Candidate, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise; 12.1.3 any loss, injury, damage, expense or delay incurred or caused by the Candidate; 12.1.4 any loss, injury, damage, expense, costs or delay suffered by any third party as a result of the Client’s breach of the Terms; Save that nothing in this clause 12 will be construed as purporting to exclude or restrict liability of Cedar to the Client for personal injury or death resulting from negligence (aas defined in the Unfair Contract Terms Act 1977) EXHIBITOR and its employees and representativesnor any statutory liability or any exclusion or limitation which is prohibited by law including any liability for fraud including fraudulent misrepresentation. 12.2 In consideration of Cedar entering into an contract with the Client into which these Terms are incorporated, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees Client hereby undertakes to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against indemnify Cedar in respect of any and all liabilitiesliability for any loss, obligationsinjury, lossesdamage, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, expense or disbursements of any kind delay suffered or nature whatsoever, which may be imposed on, incurred by, by anyone arising directly or asserted against JUMP$TART indirectly from or any of such indemnities in any way connected with the acts and omissions of the Candidate, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise; save that this indemnity is given only in respect of any such loss, injury, damage, expense or delay caused during or arising directly or indirectly out of or in any way connected with an Assignment. 12.3 The Client acknowledges that the limitations and exclusions of the obligations and liabilities of Cedar set out herein are reasonable, and will either accept the risk or insure against accordingly. The Client will ensure the provision of adequate and suitable policies of Employers Liability Insurance, Public and Products Liability Insurance and Professional Indemnity Insurance, to cover the performance and liabilities of Cedar under the Terms. 12.4 The Client shall indemnify Cedar for any losses, costs and expenses arising from the failure of the Client to adhere to IR35, including, but not limited to the failure to provide an accurate status determination, or failure to provide an updated status determination in the event of a change of circumstances relating to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other mattersAssignment.

Liability and Indemnity. EXHIBITOR assumes sole responsibility and liability for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR The Overseas Guest and its employees each Overseas Guest Party will be bound by the terms and representativesconditions established from time to time by WNSL or any Event Holder for cancellation, abandonment, postponement or replaying of an Event. Subject to Conditions 2(b) and (d), WNSL will have no liability to the Overseas Guest or any Overseas Guest Party on account of any such cancellation, abandonment, postponement or replay or other failure or deficiency in the conduct of such Event. (b) other EXHIBITORS and their employees and representativesWNSL, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents and contractors will not be liable or responsible for any loss, damage, or injury to the Overseas Guest or any Overseas Guest Party, or any property of the Overseas Guest or any Overseas Guest Party, resulting from any cause whatsoever, unless due to the negligence or the wilful misconduct of WNSL or of its officers, employees or agents. (c) Subject to Condition 2(b), representativesWNSL’s aggregate liability to the Overseas Guest or any Overseas Guest Party, volunteerswhether in contract or tort (including negligence) or in any other way, successors will not exceed the aggregate cost of the Event Ticket(s) as at the relevant date. (d) Notwithstanding Conditions 2(b) and assigns(c), from WNSL does not seek to exclude or limit its liability for death or personal injury caused by its, its officers’, employees’ or agents’ negligence or for any fraud or wilful misconduct. (e) WNSL will not be liable to the Overseas Guest or any Overseas Guest Party whether in contract, tort or otherwise for any indirect, incidental, special or consequential loss or damage or for any loss of profit or revenue, loss of use, loss of business or contracts or loss of opportunity. (f) WNSL will not be liable in any way whatsoever for any act or omission (whether negligent or otherwise) of the Overseas Agent. (g) If a Core Event is postponed, cancelled or abandoned or if any services are not available for any reason beyond the reasonable control of WNSL no refund or part refund will be made of any amounts paid by the Overseas Guest or any Overseas Guest Party and against WNSL will not otherwise be liable to the Overseas Guest or any Overseas Guest Party in such circumstance unless otherwise provided in these Terms and all liabilitiesConditions. (h) Nothing in these Terms and Conditions affect any statutory rights that the Overseas Guest or any Overseas Guest Party may have. (i) Without prejudice to any of WNSL’s other rights and remedies, obligationsthe Overseas Guest or any Overseas Guest Party will be liable to WNSL in respect of any liability, losses, damagesclaims, penaltiesdemands, actions, judgments, suits, costs, costs and expenses, (including reasonable attorney’s legal and other professional fees) suffered by WNSL, arising directly out of: (i) any personal injury or disbursements property damage caused by any acts or omissions of any kind Overseas Guest or nature whatsoever, which may be imposed on, incurred by, Overseas guest Party; and (ii) the enforcement of these Overseas Guest Terms and Conditions whether or asserted against JUMP$TART or not litigation is actually commenced and including any of such indemnities in any way relating to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other mattersappeal proceedings.

Liability and Indemnity. EXHIBITOR assumes sole responsibility ▇▇▇▇▇▇ hereby agrees to bind him/her self, their heirs, personal representatives and liability for all damages or injuries arising out ofassigns and hereby release and discharge, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the Craft owners, employees and representatives thereofPalm Beach Sun Charters, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors agents and assigns, assigns from and against any and all liabilitiesclaims, obligationsloss, costs, damages, expenses, actions, judgments and legal costs, which Lessee or ▇▇▇▇▇▇’s heirs, personal representatives or assigns may have, or may claim to have, for negligence created by or arising from the transportation to, the use, operation, handling, or transportation of the Craft by Lessee or anyone else during the Rental Period or if Lessee or anyone else should fail to respect any of the provisions herein. Furthermore, ▇▇▇▇▇▇ hereby agrees to defend, indemnify and hold harmless, Craft owners, Palm Beach Sun Charters, its employees, agents and assigns from any and all claims, damages, demands, costs, losses, damagesexpenses, penalties, actions, actions and judgments, suits, costs, expenses, including which are created by or arise out of Lessee’s operation of the Craft during the Rental Period. ▇▇▇▇▇▇ also agrees to pay any and all claims brought by ▇▇▇▇▇▇ or any third party as a result of the operation and/or use of the Craft during the Rental Period. ▇▇▇▇▇▇ agrees to reimburse Palm Beach Sun Charters for reasonable attorney’s feesfees for pre- and post- litigation and appellate matters in regards to this rental agreement. ▇▇▇▇▇▇ hereby agrees that they are responsible for their own safety and well-being while on or around any property owned or leased by Blue Water Powerboats Inc. and will not attempt to hold them liable for any injuries that may occur to lessee or ▇▇▇▇▇▇’s passenger(s)/guests due to a slip, fall, or disbursements any other intentional or unintentional movement of ▇▇▇▇▇▇’s body. I certify that I have adequate insurance to cover any injury or damage I may cause or suffer while participating, or else I agree to bear the costs of such injury or damage myself. I further certify that I am willing to assume the risk of any kind medical or nature whatsoeverphysical condition myself or my passengers may have or develop before, which may be imposed on, incurred byduring the course of the rental, or asserted afterwards. In the event that I file a lawsuit against JUMP$TART Palm beach Sun Charters, I agree to do so solely in the state of Florida, and I further agree that the substantive law of that state shall apply in that action without regard to the conflict of law rules of that state. I also agree to pay for all expenses, legal or otherwise, that arise out of any of such indemnities lawsuit, dispute, or chargeback filed against or by the craft owner(s), Palm Beach Sun Charters, its employees, agents and assigns in relation to this rental and/or agreement. Should any way relating to term or arising out condition of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits be held void or attendance at the Conference. EXHIBITOR further agrees to obtainunenforceable, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance then that term or condition shall be provided to JUMP$TART upon request. JUMP$TART deemed severed from this Agreement and the enforceability of the remainder shall not be liable affected and will remain in full force and effect. THE TERMS AND CONDITIONS ON THIS CONTRACT AND ATTACHMENTS CONTAIN THE ENTIRE UNDERSTANDING BETWEEN LESSEE AND LESSOR AND THAT NO OTHER REPRESENTATION OR INDUCEMENT, ORAL OR WRITTEN, HAS BEEN MADE WHICH IS NOT INCLUDED IN THIS AGREEMENT. ▇▇▇▇▇▇ also acknowledges that they will be responsible for failure advising and maintaining the safety of all other passengers in their party, as well as any third party encountered while ▇▇▇▇▇▇ has possession of a watercraft rented by Palm Beach Sun Charters LESSOR: Palm Beach Sun Charters LESSEE: ______________________________________ (Name Printed) Date of Birth ______/______/________ month day year Address: ____________________________________ City: ______________________________________ State: _____________________________________ Zip Code: __________________________________ Cell Phone #: ______________________________ Email: ____________________________________ Rental Fee: ______________ plus 7% Florida Sales Tax. 30% Deposit to deliver exhibit space reserve Craft: _________________ Remainder due 48 hours prior to EXHIBITOR as contracted rental period, amount due: _____________ Credit Card Type: _______________________________ Debit (NO FEE) / Credit (3.5% fee) *** Please be aware that there will be a credit card fee of 3.5% added this payment. This credit card fee is not greater than our total cost of accepting credit cards. NO fee for herein due to causes beyond JUMP$TART’S controldebt card payments. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other matters.*** Credit Card Number: ___________________________ CV Code: ______________________________________ Billing Zip Code: _______________________________ Lessee Signature: ______________________________ Date: _________________________________________ Initials:

Liability and Indemnity. EXHIBITOR assumes sole responsibility I, the undersigned, understand and liability for all damages acknowledge that play on an amusement device entails both known and unknown risks including, but not limited to, physical injury from falling, slipping, crashing or injuries arising out ofcolliding, resulting fromemotional injury, paralysis, distress, damage or in death to any manner connected with its exhibit (including installation participant. I hereby voluntarily and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representativesexpressly release, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend forever discharge and hold harmless JUMP$TART KINDAS Amusement Source from any and all liability, claims, demands, causes or rights of action whether personal to me or to a third party, which are in any way connected with participation in this activity, including those allegedly attributable to negligent acts or omissions. Should KINDAS Amusement Source or anyone acting on behalf of KINDAS Amusement Source be required to incur attorney’s fees and cost to enforce this agreement, I expressly agree to indemnify and hold KINDAS Amusement Source harmless for all such fees and cost. In the event I, the undersigned or any of my participants file a lawsuit against KINDAS Amusement Source, it is agreed to do so solely in the State of Georgia. I agree that if any portion of this agreement is found to be void or unenforceable, the remaining portions shall remain in full force and effect. In consideration of being permitted by KINDAS Amusement Source to use its equipment and facilities, the undersigned and its subsidiaries participants agree to indemnify and affiliates, directors, officers, employees, agents, representatives, volunteers, successors hold harmless KINDAS Amusement Source from any and assigns, all claims which are brought by the undersigned and/or their participants and which are in any way connected with such use or participation. Init Event Coordinator will indemnify Lessor and save it harmless from and against any and all liabilitiesclaims, obligations, lossesactions, damages, penaltiesliability, actionsand expense in connection with any and all loss of life, judgments, suits, costs, expenses, including reasonable attorney’s feespersonal injury and/or damage to property, or disbursements for any other damages or liability, arising from or out of the renting, operation, occupancy or other use by Event Coordinator of the rented property or any kind part thereof or nature whatsoeverany other part of Lessor’s property, which may be imposed onwhether or not such loss, incurred byinjury and/or damage is occasioned wholly or in part by any act or omission of Event Coordinator, its agent, contractors or employees, or asserted against JUMP$TART occasioned by persons using or any of such indemnities in any way relating to operating the equipment or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance rented property at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding implied invitation of the CONFERENCE or regarding any other matters.Event Coordinator. Init

Liability and Indemnity. EXHIBITOR assumes sole responsibility Warranty obligations during the warranty periods Obligations of Registrant and liability Tarion for major structural defects Obligations of Registrant if acting as a vendor 2.1 It is understood and agreed that where the Registrant builds a home for or on behalf of a vendor, whether or not such vendor is registered under the Act, then the Registrant shall be responsible for fulfilling each and every obligation imposed upon the Registrant by the Act, the Regulations, this Agreement and any Bulletins, in respect of the construction of such home (and completion items) for which the Registrant has received payment, and the Registrant shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or injuries hereafter suffered or incurred by Tarion resulting from (or arising out of) non-performance or inadequate performance of such work, resulting from, in whole or in part, provided written notice of a claim against the Registrant (or in respect of any manner connected with its exhibit (including installation home enrolled or that ought to have been enrolled by the Registrant) has been given to Tarion within the relevant warranty period(s). This paragraph shall not limit the right of Tarion to enforce obligations owed by the vendor of such home to Tarion. 2.2 Without limiting the generality of the foregoing, it is understood and dismantling) agreed that may be suffered by (a) EXHIBITOR the Registrant shall indemnify and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold save Tarion harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitsclaims, costs, expenses, including reasonable attorney’s fees, damages and/or liabilities whatsoever heretofore or disbursements of any kind hereafter suffered or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to by Tarion resulting from (or arising out of this Agreement of) any major structural defect in any home enrolled (including EXHIBITOR’S breach of this or that ought to have been enrolled) by the Registrant, all in accordance with the Act and Regulations. 2.3 It is further understood and agreed that in the event the Registrant acts as a vendor without registering with Tarion as a vendor (and without executing a Vendor Agreement) then the Registrant shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or EXHIBITOR’S use liabilities whatsoever heretofore or hereafter suffered or incurred by Tarion resulting from (or arising out of) any failure to perform or fulfil the obligations that the Registrant would have been obliged to fulfil had the Registrant registered as a vendor with Tarion and executed a Vendor Agreement with Tarion. Enforcement of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART obligations 2.4 Tarion shall not be liable for failure obliged to deliver exhibit space proceed against the vendor of any home enrolled (or that ought to EXHIBITOR have been enrolled) in respect of which the Registrant acted as contracted for herein due a builder, prior to causes beyond JUMP$TART’S controlproceeding to enforce the obligations of the Registrant under this Agreement. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration Preservation of rights and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other matters.claims against others

Liability and Indemnity. EXHIBITOR assumes sole responsibility and liability for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR Subject to the other provisions in this Article 11 and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities limitations set forth in any way relating to or arising out of this Agreement (including EXHIBITOR’S in respect of Section 9.4), Carrier shall be liable to and indemnify Shipper for any Losses suffered, sustained or incurred by Shipper as a result of a breach by Carrier of the terms of this Agreement, the Enbridge Tariff or the Enbridge Joint Tariff, as applicable. (b) and/or EXHIBITOR’S use Subject to Sections 9.4, 11.1(e), 11.2 and 11.3, except where caused by the direct negligence of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtainCarrier, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART Carrier shall not be liable to Shipper for failure any delay or Losses suffered, sustained or incurred by Shipper as a result of Carrier’s transportation (and all services and procedures related thereto), commingling or intermixing of Shipper’s Product in the facilities of Carrier. In no event shall Carrier have any liability for damages on behalf of any Third Party (whether or not Affiliated with Shipper). (c) If damage or loss to Petroleum (including, if applicable, Shipper’s Product) in the custody of Carrier results from any cause other than the direct negligence of Carrier while Carrier is in possession of such Petroleum (including, if applicable, ▇▇▇▇▇▇▇’s Product), then Carrier may apportion the cost of such damage or loss on a pro rata basis among all shippers on the Canadian Mainline. Each such shipper’s share of such costs shall be determined by Carrier based on the proportion of the volume of each shipper’s Petroleum in the possession of Carrier on the date of such loss to the total volume of Petroleum in the possession of Carrier on the date of such loss. ▇▇▇▇▇▇▇ will be obligated to deliver exhibit space to EXHIBITOR as contracted for herein only that portion of ▇▇▇▇▇▇▇’s Product remaining after such deduction. (d) If Shipper Product is lost in transit while in the custody of Carrier due to causes beyond JUMP$TART’S control. In the direct negligence of Carrier, then Carrier shall, as full compensation therefor, either obtain and deliver to Shipper other Petroleum of the same quantity and grade as that which was lost, or compensate Shipper for such eventloss in money. (e) Notwithstanding anything in this Agreement to the contrary, JUMP$TART will reimburse fees paid hereunderexcept to the extent Carrier is intentionally refusing to provide the Services where the Available Capacity can otherwise provide such Services and Shipper is not in default under the terms of this Agreement, less expenses incurred by JUMP$TARTthe Enbridge Tariff, including advertisingthe Lakehead Tariff or the Enbridge Joint Tariff, administration and related expenses. Under as applicable, Carrier shall have no circumstances shall JUMP$TART be liable liability whatsoever to Shipper if Carrier is unable to provide Shipper with Services in respect of its Monthly Volume Commitment or any Uncommitted Service as a result of a reduction of Available Capacity for any lost profits reason or any incidentalcause whatsoever, specialincluding, indirectwithout limitation, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other mattersas a result of an event of Force Majeure.

Liability and Indemnity. EXHIBITOR assumes sole responsibility a. Advisor hereby indemnifies and liability for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR agrees to hold IB and its employees affiliates, and representatives, (b) other EXHIBITORS its and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and its and their directors, officers and employees ("IB Indemnitees") harmless against any and all liabilities, obligations, lossespenalties, damages, penalties, actionscosts, judgments, suitsattorney's fees or any other expenses incurred in connection with any and all claims of any kind against IB Indemnitees by customers, prospective customers, Participating Customers, civil or regulatory authorities or any other third parties relating to Advisor's provision of investment advisory services (including specific conduct, advice, trades or recommendations of Advisor) or Advisor's activities under this Agreement. b. If Advisor signing this Agreement is a primary Advisor to a Participating Customer account and has appointed or contracted one or more sub- advisors to provide sub-advisory services for the account, Advisor indemnifies and agrees to hold the IB Indemnitees harmless against any and all penalties, damages, costs, judgments, attorney's fees or any other expenses incurred in connection with any and all claims of any kind against IB Indemnitees by customers, prospective customers, Participating Customers, civil or regulatory authorities or any other third parties, which relate to sub-advisor's actions, conduct, advice, trades or recommendations in connection with any IB Customer account for which Advisor has appointed or contracted sub-advisor. This indemnity provision is applicable regardless of whether or not Advisor exercised proper diligence and care in selecting and monitoring the activities of the sub- advisor. c. If within ten (10) business days after receiving written notice of any claim, demand, proceeding, suit or action with respect to which IB Indemnitees may have any claim to indemnification under this Agreement, the Advisor shall fail to institute the defense of the IB Indemnitee in connection with such claim, demand, proceeding, suit or action, or if thereafter the Advisor shall fail diligently to prosecute such defense, the IB Indemnitee shall have the right, but not the obligation, to defend such action. The costs and expenses, including reasonable attorney’s attorneys' fees, associated with such a defense shall be borne by Advisor. Neither the exercise of the right to participate in or disbursements of assume the responsibility for any kind or nature whatsoeversuch defense nor the failure to exercise such rights shall limit, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating way, the IB Indemnitee's rights to indemnification under this Agreement. Advisor shall not settle any claim, demand, proceeding, suit or action against an IB Indemnitee without the prior written consent of the IB Indemnitee. In any claim, demand, proceeding, suit or action with respect to which IB Indemnitees may have any claim to indemnification under this Agreement, whether the defense is instituted by Advisor or by the IB Indemnitee, the IB Indemnitee shall have the right to select its preferred counsel, whose costs along with all other costs of defense shall be borne by the Advisor. d. Errors, misunderstandings or controversies between Advisor (and/or any sub-advisors) and Participating Customers shall be Advisor's (and/or any sub-advisors') sole responsibility and liability. e. IB's liability in any action, proceeding or claim arising out of this Agreement (including EXHIBITOR’S or any breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtainthereof, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance Advisor's remedy, shall be provided limited to JUMP$TART upon requestany actually collected and properly owed Advisory Fees. JUMP$TART IB shall not be liable under any circumstances for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits loss of profit or any direct, indirect, incidental, special, indirectexemplary, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other mattersdamages. f. The liability and indemnity provisions herein shall remain operative and in full force after termination of this Agreement.

Liability and Indemnity. EXHIBITOR assumes sole responsibility 9. A. Tenant agrees to indemnify and liability for hold and save harmless Landlord and Landlord's partners, agents, employees, invitees and contractors from any and all damages or injuries arising out ofclaims, resulting fromlosses, costs, damages, or in any manner connected with its exhibit expenses (including installation but not limited to attorney's fees) resulting or arising or alleged to result or arise from any and dismantling) that may be suffered all injuries to or death of any person or damage to or loss of any property caused by (a) EXHIBITOR and its employees and representativesany act, (b) other EXHIBITORS and their employees and representativesomission, (c) conference attendeesor neglect of Tenant or Tenant's partners, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliatesventurers, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s feesinvitees or guests, or disbursements any parties contracting with Tenant relating to the Leased Premises, the Building, the Land on which the building is constructed, or by any breach, violation or non-performance of any covenant of Tenant under this Lease or by occurring in or about the Leased Premises. If any action or proceeding should be brought by or against Landlord in connection with any such liability or claim, Tenant, on notice from Landlord, shall defend such action or proceeding, at Tenant's expense, by or through attorneys reasonably satisfactory to Landlord. The provisions of this paragraph shall apply to all activities of Tenant, its partners, venturers, directors, officers, employees, agents, invitees, guests, personnel and contractors with respect to the Leased Premises, the Building, parking area, or the land on which the Building is constructed, whether accruing before or after the expiration or termination of this Lease. Tenant's obligations under this paragraph shall not be limited to the limits or coverage of insurance maintained or required to be maintained by Tenant under this Lease. Except in cases of gross negligence by Landlord, neither Landlord nor its agents and employees, shall be liable for any damage of any kind or nature whatsoeverfor any damage to property, which may be imposed on, incurred by, death or asserted against JUMP$TART or any injury to persons by reason of such indemnities the use and occupancy of the Leased Premises by Tenant. Except for structural defects in any way relating to or arising out the Building and breaches of this Agreement Lease by Landlord (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions extent of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART actual damages, if any, only), Landlord shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such eventTenant and Tenant hereby waives all claims against Landlord or Landlord's partners, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable contractors or agents for any lost damages, consequential damages, loss of profits or business opportunity, business interruption, and for any incidentaldamage to property, specialdeath or injury to persons from any cause whatsoever including, indirectwithout limitation, punitive acts or consequential damages whatsoeveromissions of other tenants or such other tenants' employees, agents, contractors, invitees or guests, vandalism, loss of trade secrets or other confidential information, and damage, loss or injury caused by a defect (other than structural) in the Leased Premises, the Building, parking area, pipes, air-conditioning, heating, plumbing or by water leakage of any kind from the roof, walls, windows, basement or other portion of the Leased Premises or the Building, or caused by electricity, gas, oil, fire, interruption of Landlord's services or any cause whatsoever in, on, or about the Leased Premises, the Building, the parking area, the land on which the Building is constructed, or any part thereof. JUMP$TART makes no representations Except as otherwise provided in the immediately preceding sentence, Tenant agrees to use and occupy the Leased Premises and other facilities of the Building, parking area, and land on which the Building is constructed at its own risk and hereby releases Landlord, its agent or warrantiesemployees, express from all claims for any damage or implied, regarding injury to the CONFERENCE or regarding any other mattersfull extent permitted by law.