Cohere Centre

We know it’s tempting to skip these Terms of Service, but it’s important to establish what you can expect from us as you use our services, and what we expect from you.

PAYMENT AND LABOUR

YOU ARE ENTERING A CONTRACT WHICH LIMITS YOUR POSSIBLE RECOVERY IN CASE OF LOSS OR DAMAGE.

The terms and conditions set forth below become a part of the Contract between Cohere Centre and you, the EXHIBITOR. Acceptance of said terms and conditions will be construed when any of the following conditions are met:

• THE METHOD OF PAYMENT FORM IS SIGNED; OR

• AN ORDER FOR LABOUR, SERVICES AND/OR RENTAL EQUIPMENT IS PLACED BY EXHIBITOR WITH COHERE CENTRE, OR

• WORK IS PERFORMED ON BEHALF OF EXHIBITOR BY LABOUR SECURED THROUGH COHERE CENTRE.

DEFINITIONS

For purposes of this Contract,” COHERE CENTRE “means COHERE CENTRE, and 2256240 Ontario Inc. and their respective employees, directors, officers, agents, assigns, affiliated companies, and related entities including, but not limited, to any subcontractors COHERE CENTRE may appoint. The term “EXHIBITOR” means the Exhibitor, its employees, agents, representatives, and any Contractors.

PAYMENT TERMS

Full payment, including any applicable tax, is due in advance or at show site. All payments must be in Canadian funds and all checks must be in Canadian funds. Orders received without advance payment or after the deadline date will incur additional After Deadline charges as indicated on each order form. All materials and equipment are on a rental basis for the duration of the show or event and remain the property of COHERE CENTRE except where specifically identified as a sale. All rentals include delivery, installation, and removal from EXHIBITOR’S booth. In case of cancellation of any orders or services by EXHIBITOR, a one-hour “per person, per hour” charge will be applied for all labour orders that are not canceled in writing at least 24 hours prior to the scheduled start time. If Prestige Carpet, Custom-Cut Carpet, Modular Rental Exhibits and any other custom-order items or services have already been provided at the time of cancellation; fees will remain at 100% of the original charge. If the Show or Event is canceled because of reasons beyond COHERE CENTRE’S control, EXHIBITOR remains responsible for all charges for services and equipment provided up to and including the date of cancellation. COHERE CENTRE will not issue refunds to EXHIBITOR of any payments made before the date of cancellation. It is EXHIBITOR’S responsibility to advise the COHERE CENTRE Service Center Representative of problems with any orders, and to check the EXHIBITOR’S invoice for accuracy prior to the close of the Show or Event. If EXHIBITOR is exempt from payment of sales tax, COHERE CENTRE requires an exemption certificate for the State or Province in which the services are to be used. Resale certificates are not valid unless EXHIBITOR is rebilling these charges to its customers. For International EXHIBITORS, COHERE CENTRE requires 100% prepayment of advance orders, and any order or services placed at show site must be paid at the show.

For all others, should there be any preapproved unpaid balance after the close of the show; terms will be net, due and payable in TORONTO, ONTARIO upon receipt of invoice.

Effective 30 days after invoice date, any unpaid balance will bear a FINANCE CHARGE at the lesser of the maximum rate allowed by applicable law, or 1.5% per month, which is an ANNUAL PERCENTAGE RATE of 18%, and future orders will be on a pre-paid basis only. If any finance charge hereunder exceeds the maximum rate allowed by applicable law, the finance charge shall automatically be reduced to the maximum rate allowed, and any excess finance charge received by COHERE CENTRE shall be either applied to reduce the principal unpaid balance or refunded to the payer. If past due invoices or invoice balances are placed with a collection agency or attorney for collection or suit, EXHIBITOR agrees to pay all legal and collection costs. THESE PAYMENT TERMS AND CONDITIONS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE GOVERNMENT OF ONTARIO. In the event of any dispute between the EXHIBITOR and COHERE CENTRE relative to any loss, damage, or claim, such EXHIBITOR shall not be entitled to and shall not withhold payment, or any partial payment, due to COHERE CENTRE for its services, as an offset against the amount of any alleged loss or damage. Any claims against COHERE CENTRE shall be considered a separate transaction and shall be resolved on its own merits. COHERE CENTRE reserves the right to charge EXHIBITOR for the difference between the EXHIBITOR’S estimate of charges and the actual charges incurred by EXHIBITOR, or for any charges that COHERE CENTRE may be obligated to pay on behalf of EXHIBITOR, including without limitation, any shipping charges. If EXHIBITOR provides a credit card for payment and charges are rejected by the EXHIBITOR’S credit card company for any reason, COHERE CENTRE hereby provides notice that it reserves the right, and EXHIBITOR authorizes COHERE CENTRE, to continue to attempt to secure payment through that credit card for as long as unpaid balances remain on the EXHIBITOR’S account.

ELECTRICAL

Claims will not be considered, or adjustments made unless filed in writing, by Exhibitor, prior to the close of the event. COHERE CENTRE is not responsible for any damage or loss caused by the loss of power beyond its control and Exhibitor agrees to hold COHERE CENTRE, its officers, directors, employees and agents harmless from such power loss. IN NO EVENT SHALL COHERE CENTRE BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY OR OTHERWISE. Exhibitor shall indemnify and hold harmless COHERE CENTRE, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, fines, penalties or costs of whatsoever nature (including reasonable attorneys’ fees) arising out of or in any way connected with Exhibitor’s actions or omissions under this Agreement.

LABOUR UNDER THE SUPERVISION OF EXHIBITOR RESPONSIBILITIES: EXHIBITOR shall be responsible for the performance of labour provided under this section. It is the responsibility of EXHIBITOR to supervise labour secured through COHERE CENTRE in a reasonable manner as to prevent bodily injury and/or property damage and also to direct them to work in a manner that is in compliance with COHERE CENTRE Safe Work Rules and/or Federal, Provincial, State, County and Local ordinances, rules and/or regulations, including but not limited to Show or Facility Management rules and/or regulations. It is

the responsibility of EXHIBITOR to check in with the Service Desk to pick up labour, and to return to the Service Desk to release labour when the work is completed.

INDEMNIFICATION: EXHIBITOR agrees to indemnify, hold harmless, and defend COHERE CENTRE from and against any and all demands, claims, causes of action, fines, penalties, damages, liabilities, judgments, and expenses (including but not limited to reasonable attorneys’ fees and investigation costs) for bodily injury, including any injury to COHERE CENTRE employees, and/or property damage arising out of work performed by labour provided by COHERE CENTRE but supervised by EXHIBITOR. Further, the EXHIBITOR’S indemnification of COHERE CENTRE includes any and all violations of Federal, Provincial, State, County or Local ordinances, “Show Regulations and/or Rules” as published and/or set forth by Facility or Show Management, and/or directing labour provided by COHERE CENTRE to work in a manner that violates any of the above rules, regulations, and/or ordinances.

This Privacy Policy (the “Policy”) governs the manner in which EY Centre collects, uses, maintains, and discloses information collected from you in connection with the EY Centre online storefront.

EY Centre may collect and store information about you and/or your business including your or your business’s name, email address, phone number, mailing address, accounting transaction data, payment or other financial information, aggregate transaction data, customer sales and order information, third-party data, business data, browser data, devices used, technical information about your means of connection to applications, and any other information or data submitted by you or third parties in connection with our Software Services, Storefronts, or other services rendered pursuant to the Agreement (the “Information”).

Information Use

Information collected may be used in connection with or for purposes of providing services to you, your business, and to others, improving services provided to you, your business, or to others, providing notices to you, complying with applicable law, and any other lawful purpose, including protecting the health or safety of you or others, and monitoring and preventing fraudulent or unlawful third-party activity.

Commercial Use of Information

EY Centre will not sell or share the Information with third parties for any commercial purposes without your consent and express agreement. EY Centre may, however, use the Information in order to share generic, collective, group, or other non-identifying information about the use of EY Centre’s products and services as part of commercial transactions with third parties to help EY Centre improve its products and services or for any other lawful purpose.

Third-Party Service Providers

EY Centre may use third-party service providers and vendors to assist EY Centre in providing its products and services to you and others, including, without limitation, services to host EY Centre’s Software Services, Storefronts, payment processes, and other services pursuant to the Agreement. EY Centre may also use third-party service providers and vendors to store Information and other data. Any such third parties would have access to your Information for the limited purpose of assisting, as reasonably necessary, EY Centre in providing Software Services and other services pursuant to the Agreement.

EY Centre may disclose your Information as EY Centre reasonably believes is required by court order, governmental directive, or other law, to protect the rights of EY Centre, or as otherwise allowed pursuant to the Agreement or applicable law.

Information Protection

EY Centre will retain, protect, and process the Information and underlying or related data using commercially reasonable practices. Although EY Centre will undertake such efforts to preserve and protect the integrity of the Information, you acknowledge and agree that all security measures have potential risks.

Customer Control of Collected Data

You may decline to provide or submit Information to us, however, some of our Software Services, Storefronts, or other services may not be available to you if you choose not to provide or submit Information. You also have a right to access the Information that we hold (about you) upon reasonable written request.

Updates to our Policy

By entering into the Agreement or the Acknowledgment or by using our products or services, you consent to the collection and use of your Information by us consistent with this Policy and the Agreement. We may change this Policy from time to time, for any reason. Any such changes become effective when posted.

To the extent that this Policy is inconsistent with applicable law, it is the intent of EY Centre to comply with applicable law. If there is any conflict between any provision of this Policy and applicable law, such applicable law shall prevail; provided, however, that any such conflicting provision in this Policy shall be curtailed and limited only to the extent necessary to bring it within the legal requirements and the remainder of this Policy shall not be affected thereby.

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