ADVERTISING AGREEMENT

This ADVERTISING AGREEMENT (the “Agreement”) is a binding agreement between OUTDOOR EVENTS ASSOCIATION, LLC (“OEA”), and the person or entity hereby agreeing to use and access OEA’s online portal available at OutdoorEvents.us or such other Internet website as OEA may designate from time to time (“OEA Portal”) in accordance with the terms of this Agreement (“Advertiser”). This Agreement applies to Advertisers in addition to the Terms of Use (the “Terms of Use”) and the Privacy Policy (the “Privacy Policy”), which are incorporated into this Agreement by reference.

OEA PROVIDES THE OEA PORTAL SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND THE TERMS OF USE AND PRIVACY POLICY AND ON THE CONDITION THAT ADVERTISER ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE "ACCEPT" BUTTON, YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT ADVERTISER IS LEGALLY BOUND BY ITS TERMS; (B) ACCEPT THE OEA PORTAL’S TERMS OF USE AND PRIVACY POLICY AND (C) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF ADVERTISER IS A CORPORATION, GOVERNMENTAL ORGANIZATION OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND ACCEPT THE TERMS OF USE AND PRIVACY POLICY, ON BEHALF OF ADVERTISER AND BIND ADVERTISER TO THEIR TERMS. OEA RESERVES THE RIGHT TO MODIFY THE TERMS OF USE AND PRIVACY POLICY AT ANY TIME AND WITHOUT NOTICE TO ADVERTISER. IF ADVERTISER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT OR THE TERMS OF USE OR PRIVACY POLICY, OEA WILL NOT AND DOES NOT GRANT ADVERTISER A LICENSE TO USE OR ACCESS OR USE THE OEA PORTAL AND ADVERTISER MUST NOT ACCESS OR USE THE OEA PORTAL.

  1. Advertisements

    . Advertiser wishes to purchase from OEA, and OEA wishes to sell to Advertiser, advertising space as Advertiser may order from time to time through the OEA Portal.
  2. Consideration

    . As consideration for OEA’s performance under this Agreement, Advertiser shall pay OEA the amount designated for the applicable products or services purchased by Advertiser at the prices included in the OEA Portal for each event appearing on the OEA Portal (each, an “Event”) or for particular Advertising Assets (as defined below) placed at an Event as shown on the OEA Portal.
  3. Copy of Advertisement

    . Advertiser shall upload an electronic copy of their advertisements in any standard image format through the OEA Portal, and OEA or the organizer of the Event appearing on the OEA Portal (“Organizer”) may, in their discretion, reject any advertising copy submitted by Advertiser for any reason. Advertiser shall be fully responsible and liable for the content contained in any advertisement. OEA is not responsible for, and in no way warrants, guarantees, or ratifies, the contents of or the representations made or implied in the contents of any advertisement.
  4. License Grants and Scope

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    1. Subject to and conditioned upon Advertiser’s strict compliance with all terms and conditions set forth in this Agreement and the Terms of Use, OEA hereby grants to Advertiser a non-exclusive, non-transferable, non-sublicensable, limited license during the Term (as defined below) to access and use the OEA Portal to select Advertising Assets on which to place advertisements at Events or particular groups or “packages” of Events. Advertiser shall not permit any other person to access or use the OEA Portal without the prior written consent of OEA.
    2. Advertiser grants OEA a limited, non-transferable, non-exclusive license to copy, use, store, set up, publicly display, publicly perform and transmit the images and content of Advertiser’s advertisement(s) (including any trade names, trademarks and service marks shown therein) during the Term and solely in connection with OEA’s performance of its obligations under this Agreement.
  5. Relationship and Responsibilities

    . Advertiser shall provide to OEA all information requested by OEA in the OEA Portal during the registration process. Upon registering, Advertiser will:
    1. Upload campaign graphics;
    2. Submit proposals to Organizers;
    3. Select locations for all portable restroom units (“Units”), portable restrooms and shower trailers (“Trailers”), barricades and other similar units (collectively with Units and Trailers, “Advertising Assets”);
    4. Submit payment prior to claiming Advertising Assets;
    5. Upload print-ready graphic files through a format specified by OEA; and
    6. Accept proof from OEA’s pre-production department
  6. Advertiser acknowledges and agrees that information submitted to the OEA Portal will be viewable by other users of the OEA Portal and does not constitute confidential information.

  7. Payment

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    1. Advertiser shall make payment for any Advertising Unit upon which Advertiser would like to place advertisements prior to reservation of such Advertising Unit (i.e., prior to selecting a particular Advertising Asset displayed at a given location on the OEA Portal). Advertiser acknowledges and agrees that Advertising Assets displayed on the OEA Portal are reserved and sold-on a first-come, first-served basis, and that no reservations of Advertising Assets shall be made without prior payment—. OEA may refuse to display Advertiser’s advertisement if Advertiser has failed to make all payments associated with such advertisement in accordance with the terms of this Agreement. All payments made to OEA by Advertiser shall be non-refundable, but if an Organizer rejects an advertisement that has been pre-paid for by Advertiser, Advertiser shall receive a non-expiring credit of equal value that may be applied to future purchases made by Advertiser on the OEA Portal, subject to Section below. All payments made by Advertiser to OEA shall be made through functionality provided on the OEA Portal, or in such other manner as is accepted by OEA and mutually agreed between the parties.
    2. Advertiser represents and warrants that, in making any online payments through the OEA Portal: (a) any credit card, debit card and bank account information Advertiser supplies is true, correct and complete, (b) charges incurred by Advertiser will be honored by Advertiser’s credit/debit card company or bank, (c) Advertiser will pay the charges incurred by it in the amounts posted, including any applicable taxes, and (d) Advertiser are the person in whose name the card was issued and/or Advertiser’s representative making such payment is authorized to make a purchase or other transaction with the relevant credit card, credit card information or bank account.
  8. Term; Termination

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    1. This Agreement will commence on the Effective Date and continue for a period of five (5) years unless earlier terminated as provided herein (the “Initial Term”). Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term”) unless either party provides notice of termination or non-renewal no less than one (1) year prior to expiration of the Initial Term or then-current Renewal Term. The Initial Term and any Renewal Terms are referred to herein collectively as the “Term.” Each party shall have the right to terminate this Agreement in the event the other party breaches any provision hereof and the other party fails to cure such breach no later than thirty (30) days after receiving written notice of default from the non-breaching party.
    2. In the event of any termination or upon expiration of this Agreement, all rights, licenses (including Advertiser’s limited license to use and access the OEA Portal), consents and authorizations granted by OEA to Advertiser hereunder will immediately terminate. OEA retains the right to delete or suspend Advertiser’s account on the OEA Portal or otherwise suspend Advertiser’s access to the OEA Portal at any time, with or without cause, at OEA’s sole discretion. This Section 7(b) and Sections 8, 9, 10 and 11 shall survive any termination or expiration of this Agreement.
  9. Indemnification

    . Advertiser shall indemnify, defend and hold harmless OEA and its affiliates and its and their officers, directors, managers and members (each, an “Indemnified Party”) from and against all damages, demands, claims, suits, actions or causes of action, assessments, judgments, fines, losses, liabilities, costs, fees (including reasonable attorneys’ fees) and expenses asserted against, resulting to, imposed upon or incurred by any such Indemnified Party, directly or indirectly, by reason of, resulting from or arising out of the content of any advertisement placed by Advertiser.
  10. Disclaimer

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    1. The services are provided “as is.” OEA makes no warranties, express or implied, including, without limitation, any implied warranties of merchantability and fitness for a particular purpose, concerning the subject matter of this agreement or the quality or accuracy of information provided on the OEA Portal with respect to the nature, subject matter or attendance of any Event or the locations of Advertising Assets.
    2. OEA assumes no responsibility for Events that are cancelled, modified or rescheduled by Organizers or for Advertising Assets that are relocated by Organizers. If any Event is cancelled by an Organizer following the time that an advertisement has been printed for placement at an Advertising Asset at such Event, such advertisement may be re-allocated to another Event at which Advertising Assets are provided by the same Advertising Asset provider within a 50-mile radius of the cancelled Event, within 90 days of the originally scheduled date of the cancelled Event.
    3. As discussed in Section 6 above, if an Organizer rejects an advertisement that has been pre-paid for by Advertiser, Advertiser shall receive a non-expiring credit of equal value that may be applied to future purchases made by Advertiser on the OEA Portal.
  11. Limitation of Liability

    . IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OEA’S LIABILITY IN ANY ACTION BROUGHT BY ADVERTISER, REGARDLESS OF THE FORM OR THEORY OF ACTION, EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY ADVERTISER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
  12. General Provisions

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    1. Entire Agreement. This Agreement is the exclusive statement of the agreement among the parties concerning the subject matter hereof. All negotiations, disclosures, discussions and investigations relating to the subject matter of this Agreement are merged into this Agreement, and there are no representations, warranties, covenants, understandings, or agreements, oral or otherwise, relating to the subject matter of this Agreement, other than those included herein.
    2. Modifications. Modifications, changes, or amendments to this Agreement, and the relationship established thereby, shall be valid only if in written form, and signed by the parties to this Agreement, or their authorized agents.
    3. Waiver. A waiver of one default does not constitute a waiver of another default, nor does it establish a course of conduct in which the defaulting party may continue to default with the expectation of waiver.
    4. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties, their successors, heirs, personal representatives, and assigns.
    5. Assignment of Rights. Neither party may assign or transfer its rights or delegate its obligations under this Agreement without the prior written consent of the other party; provided, that either party may assign or transfer its rights or delegate its obligations under this Agreement without the prior written consent of the other party in the event of an affiliation, merger, acquisition, sale or disposition of substantially all of its assets.
    6. Severability. If a court holds that any term or condition of this agreement or the application thereof to any person or circumstance would be illegal, unenforceable, or void as violative of public policy, the remaining terms and conditions of this Agreement shall not be affected and will be valid and enforced to the fullest extent permitted by law.
    7. Notice. All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any such notice, request, demand, claim, or other communication shall be deemed duly given four (4) business days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid and addressed as set forth below:
      If to OEA: If to Advertiser:
      Matt Tunstall
      President
      3708 River Trace Lane
      Knoxville, TN 37920
      At the contact information provided by Advertiser on the OEA Portal
    8. Mediation; Choice of Law. In the event of a dispute arising from this Agreement, both parties agree to enter into mediation before seeking resolution through litigation. Mediation shall be conducted by a mediator agreed upon by both parties and shall be conducted in a forum convenient for both parties. Both parties agree to conduct the mediation discussions with a good faith effort to resolve the issue. If mediation is unsuccessful or the party’s cannot mutually agree on a mediator or the forum of the mediation, either party may resort to an action in a court of law or equity. The prevailing party shall have the right to collect from the other party its reasonable costs and attorneys' fees incurred in enforcing this Agreement. This Agreement, and any dispute arising out of this Agreement, shall be construed, interpreted, and enforced pursuant to the laws of the state of Tennessee. Disputes under or relating to this Agreement must be brought in a court of competent jurisdiction located in Knox County, Tennessee.