THE CBD EXPO VENDOR AGREEMENT

The following are the terms of the agreement to rent booth space for the CBD Expo.

As an Exhibitor, your acceptance of these terms shall constitute a legal binding agreement between yourself (hereinafter referred to as the Exhibitor) and Celeste Miranda (hereinafter referred to as the “Expo Coordinator” or “CBD Expo”).

1. EXHIBITOR TERMS AND CONDITIONS

EXPO COORDINATOR reserves the right to render all interpretations and decisions, should questions arise, and to establish further regulations as may be deemed necessary to the general success and well-being of the exhibition and or any person(s) affiliated there with.

EXPO COORDINATOR’s decisions and interpretations shall be final in all cases.

2. CONTRACT FOR PAYMENT AND SPACE

All applications must be accompanied by payment in full for each booth, payable to TCML/MACE Media Group

CONTRACT FOR SPACE: The Application must be completed in its entirety and accompanied by the total booth fee for the number of spaces requested before it will be processed or space assigned. The signed Application and Contract and subsequent notice of assignment constitute a contract between Celeste Miranda and the Exhibitor. Any point not specifically covered in these regulations is subject to the decision of Expo Coordinator, whose decision shall be final.

3. CONFIRMATION OF APPLICATION ACCEPTANCE

EXPO COORDINATOR is not always able to confirm exhibit space immediately and may in its sole discretion accept or reject any application due to: the number of other applications from exhibitors who seek to promote similar products or services; to provide space to other exhibitors whose products or services are more in accord with EXPO COORDINATOR’s mission or, to give priority to exhibitors who support EXPO COORDINATOR in other ways.

Exhibitor understands that the confirmation process is not, therefore, determined on a first come first serve basis. CBD Expo or its designee will deposit all reservation payments upon receipt. In so doing, this shall not in any way constitute EXPO COORDINATOR’s acceptance of any application. Rather, acceptance of an exhibitor application shall only be by written acceptance letter or email issued by CBD Expo or its designee.

4. EXHIBITOR SPACE FLOOR PLAN.

Every effort will be made to maintain the general configuration of the floorplan for this convention. However, the EXPO COORDINATOR reserves the right to modify the plan, if necessary, as determined solely by the EXPO COORDINATOR.

5. CANCELLATION POLICY

All cancellations must be in writing. Exhibitors cancelling 90 days or less prior to the start of the event will be charged a cancellation fee equal to 100% of the total contract charge. This includes any unpaid balance. Exhibitors canceling more than 90 days prior to the start of the event will be charged a cancellation fee equal to 50% of the total contract charge. This also includes any unpaid balance.

6. RESTRICTIONS and LIMITATIONS ON USE OF SPACE

Exhibitor agrees to abide by the rules and regulations of EXPO COORDINATOR, the exhibit hall and any other applicable rules, regulations, codes or standards.

All exhibits shall be professional in appearance and staffed with the appropriate knowledgeable personnel.

Exhibitor must keep space open and properly staffed at all times during exhibition hours.

All active exhibition personnel must remain within the boundaries of assigned exhibit space and may not extend exhibition or information distribution activities into the aisle area or any other area.

The assigned booth space may not be used for purposes other than distribution of information about, and/or sale of products and/or services to be rendered by the exhibitor assigned to the space at a later date.

No exhibitor may distribute information pertaining to products and services of another person or entity.

All goods sold or distributed gratis within the exhibition space must not be consumed, applied or used until the attendee leaves the area where the Expo is taking place.

EXPO COORDINATOR reserves the right to restrict exhibit to minimum noise level and to suitable methods of operation. Exhibits, signs, displays, and exhibition activity by exhibition personnel or their affiliates are also prohibited in any public space or anywhere on the premises of the meeting facilities, or in the guest rooms or hallways of the hotel; these activities include, but are not limited to, distribution of flyers, leaflets, coupons, brochures, or other printed materials.

EXPO COORDINATOR has the right to any time and from time to time to formulate and publish any other rules, regulations, guidelines or other pronouncements relating to any conference which shall be made available to the Exhibitor upon request.

7. EXHIBITORS

Exhibitors will receive passes for ten (10) people to work the exhibit booth. Should exhibitors require additional passes, they must be purchased from EXPO COORDINATOR at rates established by EXPO COORDINATOR. Passes are not transferable. Only personnel that receive an exhibitor pass for that particular exhibit may work at that exhibit. Guests of the convention may not work at any exhibit booth.

8. SERVICE CONTRACTORS

The Official Service Contractor may furnish all participating exhibitors with a Service Manual that will contain exhibit instructions and order forms for all booth accessories and services required. Orders not processed in advance for furniture, carpeting, labor, and other requirements must be procured at the Official Exhibit Contractor’s Service Desk and are subject to on-site rates.

Exhibitors requiring the services of independent contractors must have prior approval of EXPO COORDINATOR and the hotel or convention center, and no exceptions will be made that will interfere with the orderly function or security of the exposition, or with obligations or commitments of EXPO COORDINATOR. Exhibitors using ground or air freight carriers are required to ship directly to the designated EXPO COORDINATOR freight contractor in ample time prior to the exhibition to allow effective and timely handling of materials.

No products displayed, given or sold as samples by Exhibitor may contain CBD that was derived from an international source.

Certain products or services will be limited to the amount of booths allocated, once a limit is reached no additional booth for these products or service will be added.

No sublet of booth space shall be permitted without prior written agreement with the CBD Expo. CBD Expo reserves the right to determine the eligibility of any products, company and or service in the booth area.

Exhibitor is strictly prohibited from having or selling any substance or product onsite considered to be illegal. Consequences for any such violations by the Exhibitor will result in expulsion of the event without recompense.

More specifically Exhibitors will not display, provide as samples, or sell any product containing more than three tenths of one percent (.3%) of Tetrahydrocannabinol (THC) in its total contents. The product also cannot be derived from industrial hemp or contain part of industrial hemp that contains more than three tenths of one percent (.3%) THC dry weight.

As many law enforcement agencies throughout the state are not familiar with or completely up to date as to the current status of the law surrounding CBD and CBD affiliated products, Exhibitor will hold CBD Expo harmless and not liable for any product confiscation, destruction to property, or any other actions taken by any law enforcement agency, even if such actions exceed such agency’s license to act under the current law.

CBD Expo will provide security for the Exhibition Floor. Exhibitors are required to provide insurance for their own space that includes coverage for the Expo.

CBD Expo is not responsible for any lost or stolen goods. Exhibitor will hold The CBD Expo harmless and not liable for any of the Exhibitors property that is lost or stolen at the Exhibit. Exhibitors are responsible for obtaining General Liability insurance for the event dates.

Exhibitors must contain their booth set up including signs, easels, chairs, tables, etc. within their assigned booth space. Under no circumstances should Exhibitor obstruct exit ways, or fire/safety equipment. Distribution of any literature and promotional samples must be confined to the assigned booth space.

Music and or voice amplification must be kept to a reasonably low volume as to not disturb other exhibitors or attendees. Exhibitors are financially responsible for any damages caused to their booth space, drapes, equipment or Venue Property. (DO NOT NAIL, SCREW, STAPLE, GLUE, PIN, TAPE, ETC any material onto Venue Property) You may use S hooks for hanging signs or banners. Federal, State, and City regulations pertaining to fire and safety must be adhered to (i.e, all fabrics used in construction/decoration for the CBD Expo must be flame retardant).

9. LABOR/SAFETY/FIRE

Exhibitors will comply with all applicable statutes, ordinances, rules and requirements relating to health, fire, safety, and use of the premises for jurisdiction within which the Expo is being held. Booth decorations must be fireproof and all hangings must clear the floor. Electrical wiring must conform with all federal, state and municipal government requirements and to National Electrical Code Safety Rules. If inspection indicates that an exhibitor has neglected to comply with these regulations, or otherwise incurs fire hazards, the right is reserved to cancel at exhibitor’s expense all or such part of the exhibit as may be irregular. Flammable Liquid, Compressed Combustible Gas, Highly Combustibles, or Explosive Material is prohibited. Open Flames of any Kind are prohibited. CBD Expo Reserves the right to Close any Exhibitor booth that fails to abide by these Policies. Anything that is not specifically mentioned in this agreement shall be subject solely to the determination of the Expo

10. INDEMNIFICATION AND WAIVER

The exhibitor assumes the entire responsibility and liability for losses, damages and claims arising out of injury or damage, including that by fire, and theft, to exhibitor’s displays, equipment and other property brought upon the premises of the CBD Expo and shall indemnify and hold harmless the CBD Expo and their agents, servants, employees, officers, directors, staff and members. Each participant by signing the application for participation expressly understands that they release the CBD Expo from, and agrees to indemnify it against any and all claims for such loss, injury or damage. If the CBD Expo shall be held liable for any event which might result from a particular exhibitor’s action, or failure to act, AND ANY ACTIONS OR FAILURE TO ACT TAKEN BY THEIR EMPLOYEES, VOLUNTEERS OR ANY SUCH PERSON BROUGHT BY EXHIBITOR TO THE EXPO OR AFFILIATED WITH THE EXHIBITOR, such

exhibitor shall reimburse and hold harmless CBD Expo against any liability resulting therefrom, and such reimbursement shall include attorney fees and other legal expenses the CBD EXPO may incur from legal actions connected to such liabilities detailed above. Exhibitors must adequately insure their materials, goods, wares and exhibits against loss or injury of any kind and must do so at their own expense; CBD Expo and the meeting venue are not responsible for any loss (however caused) to any property of any exhibitor. Exhibitors are solely responsible for their own actions during the CBD Expo.

CBD Expo reserves the right to restrict any exhibit which might be considered undesirable or does not conform to the Regulations issued by the CBD Expo, or to make any modifications to these displays, at exhibitor’s expense, so that the exhibit conforms to the Regulations issued by the Expo.

11. THE AMERICANS WITH DISABILITIES ACT (ADA)

Exhibitor is required to comply with all provisions of the ADA, including, without limitation, arranging Exhibitor’s exhibit so as to be accessible to all persons covered by the ADA.

12. COPYRIGHTS, LICENSED AND PATENTED MATERIAL

Exhibitor assumes all responsibility for the use of any and all copyrighted, licensed, or patented materials including, but not limited to, music, video, or printed matter which may be protected under the laws of the United States of America. Exhibitor is solely responsible for securing any and all appropriate rights to use such materials and for the payment of any and all royalties, license fees or other amounts associated with the use of such materials.

13. TERMINATION OF MEETING AND EXHIBIT

Should the premises in which the CBD Expo is to be held becomes, in the sole judgment of the CBD Expo, unfit for occupancy, or should the CBD Expo be materially interfered with by reason of action of the elements, strike, picketing, boycott, embargo, injunction, war, riot, emergency declared by a government agency, or any other act beyond the control of CBD Expo, the Application and Contract may be terminated. The CBD Expo will not incur any liability for damages sustained by the exhibitor as a result of such termination. In the event of such termination the exhibitor expressly waives such liability and releases CBD Expo of and from all claims for damages and agrees that CBD Expo shall have no obligations except to refund to the exhibitors a prorated share of the aggregate amount received by CBD Expo (as rental for exhibit space for said Exhibit), after deducting all costs and expenses in conjunction with such Exhibit, including a reasonable reserve for claims.

14. AMENDMENT TO CONTRACT REGULATIONS

Any and all points not covered specifically are subject to the decision of CBD Expo. CBD Expo may, in its sole discretion, make reasonable changes, amendments, or additions to Contract Regulations. Any such changes shall be binding on Exhibitor equally with the other regulations contained herein.

15. CONTRACT FOR SPACE

The Application must be completed in its entirety and accompanied by the total booth fee for the number of spaces requested before it will be processed or space assigned. The signed Application and Contract and subsequent notice of assignment constitute a contract between The Expo and the exhibitor. Any point not specifically covered in these regulations is subject to the decision of CBD Expo, whose decision shall be final.

16. ADVERTISING AND PROMOTION

CBD Expo reserves the right to use Exhibitor’s name in any advertising, promotion or marketing associated with the exhibition. CBD Expo does not, however, guarantee Exhibitor inclusion in such materials.

17. GOVERNING LAW

This Contract shall be construed in accordance with and governed by the internal laws of the State of California, not including the laws applied to conflicts of laws. Any dispute arising under this Agreement shall be adjudicated in the Superior Court of California in the County of Los Angeles.

18. SEVERABILITY

The invalidity or unenforceability of any of the covenants, phrases or clauses in this Contract shall not affect the remaining portions hereof, but this Contract shall be construed as if such invalid covenant, phrase or clause had not been contained herein.

19. ENTIRE AGREEMENT

This Contract, specifically incorporating the initial invoice and Exhibition Rules and Regulations referenced herein, embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. Exhibitor agrees to comply with all provisions incorporated in this Contract including the Exhibition Rules and Regulations and provisions of the initial invoice. This Contract supersedes all prior agreements and understandings between the parties with respect to the subject matter.

20. THE EXHIBITOR UNDERSTANDS THIS ENTIRE AGREEMENT

Exhibitor attests to the fact that they have read and understood every paragraph and sentence of this Agreement, and that the Exhibitor is encouraged to seek legal counsel to review this document on their behalf before agreeing to its terms.