MUTUAL SERVICES AGREEMENT

This MUTUAL SERVICES 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 (“Organizer”). This Agreement applies to Organizers 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, THE TERMS OF USE AND THE PRIVACY POLICY AND ON THE CONDITION THAT ORGANIZER ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE “ACCEPT” BUTTON, YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT ORGANIZER 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 ORGANIZER 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 ORGANIZER AND BIND ORGANIZER TO THEIR TERMS. OEA RESERVES THE RIGHT TO MODIFY THE TERMS OF USE OR PRIVACY POLICY AT ANY TIME AND WITHOUT NOTICE TO ORGANIZER. IF ORGANIZER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, THE TERMS OF USE OR THE PRIVACY POLICY, OEA WILL NOT AND DOES NOT GRANT ORGANIZER A LICENSE TO USE OR ACCESS OR USE THE OEA PORTAL AND ORGANIZER MUST NOT ACCESS OR USE THE OEA PORTAL.

  1. License Grant and Scope

    . Subject to and conditioned upon Organizer’s strict compliance with all terms and conditions set forth in this Agreement, the Terms of Use and the Privacy Policy, OEA hereby grants to Organizer a non-exclusive, non-transferable, non-sublicensable, limited license during the Term (as defined below) to access and use the OEA Portal to add Events (as defined below) at which Advertising Assets (as defined below) may be placed. Organizer shall not permit any other person to access or use the OEA Portal without the prior written consent of OEA.
  2. Appointment

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    1. Organizer hereby appoints OEA as its exclusive agent for the following purposes during the Term:
      1. To select and place advertising material on or inside any portable restroom units (“Units”), portable restrooms and shower trailers (“Trailers”), barricades and other similar units (collectively with Units and Trailers, “Advertising Assets”) that Organizer rents, owns, or otherwise operates;
      2. To market such advertising services to prospective clients who wish to place advertisements (“Advertisers”); and
      3. To determine the location or placement of these advertisement-wrapped Advertising Assets rented, owned or otherwise controlled at the Organizer’s events (“Events”) for advertising purposes.
  3. Relationship and Responsibilities

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    1. OEA is an independent contractor and shall pay its own state taxes, federal taxes, employment taxes, insurance and any other taxes required by state and federal law.
    2. OEA shall pay all expenses incurred in the process of placing advertisements, including:
      1. Any costs associated with the design of the advertisements; andAny costs associated with the design of the advertisements; and
      2. Any costs associated with printing and application of the advertising material to the Advertising Assets, including wrapping the Advertising Assets, subject to the provisions in Section 6 of this Agreement. For advertisements applied to the interior or exterior of an Advertising Asset, OEA will use the most appropriate material for the particular application, in OEA’s sole discretion.
    3. Organizer shall provide to OEA all information requested by OEA in the OEA Portal during the Event registration process, including all media kits that include sponsorship packages and pricing for each Event. Organizer acknowledges and agrees that an Event will not be accepted and no advertising may be sold related to such Event unless Organizer provides the information requested during the Event registration process. Organizer agrees and acknowledges that by posting or registering an Event on the OEA Portal, any Advertiser shall have the ability to view all information provided to OEA through the OEA Portal related to such Event.
    4. Organizer shall obtain all permits, licenses, consents, approvals and other authorizations required from any governmental authority in connection with the operation of any and all Events.
    5. Organizer acknowledges and agrees that any Events that Organizer registers or posts on the OEA Portal and related information relating to any such Event provided by Organizer through the OEA Portal shall be viewable by other users of the OEA Portal and does not constitute confidential information of the Organizer or any third party. Organizer further agrees that OEA may, but is not obligated to, review the information displayed on the OEA Portal relating to any Event and modify it as OEA may deem reasonably necessary, for example and without limitation, to ensure that the correct dates are shown for the Event.
    6. Organizer will provide OEA with access (and the right of access) to the facilities where Advertising Assets are located (“Premises”) to allow OEA to wrap all Advertising Assets before applicable Events. The time and date of OEA’s entrance onto the Premises shall be as mutually agreed by the parties, also taking into account the schedule and availability of the operators of the Advertising Assets (“PROs”), but shall not be later than the date and time specified by OEA, in its reasonable discretion, to ensure OEA has sufficient time to wrap the Advertising Assets.
    7. Organizer shall approve all Advertisers and their respective campaign copy and graphics that will appear on Advertising Assets and Organizer shall have sole liability for such materials.
    8. Organizer agrees to allow OEA to place up to two (2) Units wrapped with its own advertising.
  4. Term and Termination

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    1. This Agreement shall begin on the Effective Date and continue for a period of five (5) years (the “Initial Term”). Thereafter, the Agreement will renew for successive renewal terms of five (5) years (each, a “Renewal Term”) unless either party gives written notice to the other party of its intention not to renew at least one (1) year prior to expiration of the Initial Term or then-current Renewal Term. The Initial Term and all Renewal Terms are collectively referred to herein as, the “Term.”
    2. If either party believes that the other has materially breached any obligations under this Agreement, the party shall notify the breaching party in writing as provided in Section 7.7 below. The breaching party shall have thirty (30) days from the receipt of notice to cure the alleged breach. If the breach is not cured within thirty (30) days, the non-breaching party has the right to terminate the Agreement upon giving written notice, effective immediately.
    3. In the event of any termination or upon expiration of this Agreement, all rights, licenses (including Organizer’s limited license to use and access the OEA Portal), consents and authorizations granted by OEA to Organizer hereunder will immediately terminate. OEA retains the right to delete or suspend Organizer’s account on the OEA Portal or otherwise suspend Organizer’s access to the OEA Portal at any time, with or without cause, at OEA’s sole discretion. This Section 4.3 and Sections 6 and 7 shall survive any termination or expiration of this Agreement.
  5. Fees

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    1. OEA shall pay all fees collected by Advertiser to Organizer for Advertising Assets placed at its event via the OEA Portal, minus:
      1. $13 per square foot for standard toilet, luxury restroom and shower trailer wraps.
  6. Liability

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    1. OEA shall not be responsible for any damage to the advertising material incurred during the process of delivery, transportation, during the Event, or removal of the Advertising Assets. In the event that any advertising material is damaged as a result of delivery, transportation or removal of the Advertising Assets, Organizer shall promptly notify OEA. If feasible and commercially reasonable, as determined by OEA, OEA will use commercially reasonable efforts to fix or re-wrap the Advertising Asset prior to the Event. In the event OEA determines that such fixing or re-wrapping is not feasible or commercially reasonable, no fees shall be paid to Organizer for such Advertising Asset. Organizer remains responsible for all non-advertising related matters related to their business engagement or transaction with any PRO or other service providers.
    2. Organizer shall indemnify, defend and hold harmless OEA and its affiliates and its and their officers, directors, managers and members 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 party, directly or indirectly, by reason of, resulting from or arising out of: (a) Organizer’s breach of this Agreement (b) Organizer’s negligence, willful misconduct or violation of law; and (c) the content of advertisements.
    3. OEA assumes no responsibility for the (a) the provision, operation or maintenance of any Advertising Asset or other portable restroom or sanitation services, (b) the content or performance of any agreement to which OEA is not a party, (c) the content of advertisements, the safety of the Premises or the Event, or the safety of the Advertising Assets. Organizer hereby acknowledges and agrees that (a), (b) and (c) above represent conditions and factors outside of OEA’s control.
    4. OEA DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED RELATING TO THE Advertising Assets AND SERVICES PROVIDED BY OEA HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
    5. IN NO EVENT SHALL OEA BE LIABLE TO ORGANIZER OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES) ARISING OUT OF OR CONNECTED IN ANY WAY WITH OEA’S PERFORMANCE UNDER THIS AGREEMENT, EVEN IF OEA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OEA’S TOTAL LIABILITY TO ORGANIZER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE), SHALL NOT EXCEED THE AMOUNT OF THE FEES ACTUALLY PAID TO ORGANIZER BY OEA FOR THE SPECIFIC EVENT GIVING RISE TO THE LIABILITY.
  7. 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 Organizer:
      Matt Tunstall
      President
      3708 River Trace Lane
      Knoxville, TN 37920
      At the contact information provided by Organizer 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.