Exhibit Rules and Regulations

Exhibit Rules and Regulations (“Regulations”) are an integral part of the Exhibit Space Application to the Marcellus Shale Coalition (“MSC” and a/k/a “Show Management”) for its SHALE INSIGHT® Conference (“Exhibition”) to which these Regulations are affixed, and together with the Exhibit Space Application, when the application is accepted by the MSC in writing, constitute the entire contract between the applicant (“Exhibitor”) and the MSC for the Exhibitor’s participation in the Exhibition.  Any reference to (“Exhibit Space”) shall be understood to mean the location used for the Exhibition.  The Exhibition is managed by the MSC.  The MSC reserves the sole right to render all interpretations, amend and enforce these regulations, and to establish any and all further regulations not specifically covered below, to ensure the general success and well-being of the Exhibition. Each Exhibitor, for itself, its employees and its contractors, agrees to abide by these regulations and by any amendments or additions hereafter made by the MSC. The MSC reserves the right to decline, prohibit, deny access or remove any Exhibit Space which in its sole judgment is contrary to the character, objectives and best interests of the Exhibition or suitable for its attendee audience. This reservation includes, but is not limited to, any violation of any public policy or these regulations, and extends to persons, things, printed matter, products and conduct. The MSC reserves the right to refuse applications of any Exhibitor for any reason, as well as the right to curtail Exhibit Spaces or parts of Exhibit Spaces. The MSC’s decision and interpretation shall be accepted as final in all cases. Tender of payment does not guarantee acceptance of your exhibitor application. The MSC reserves the right to refuse applications of any Exhibitor for any reason, as well as the right to curtail Exhibit Spaces or parts of Exhibit Spaces. Advance payments will be refunded if your application is refused. The MSC’s decision and interpretation shall be accepted as final in all cases.

1. PAYMENT OF SPACE. Applications must include full payment of the total booth cost (payable in U.S. funds and drawing on a U.S. bank).

2. CANCELLATION AND REFUNDS. All cancellations of Exhibit Space must be received in writing by the MSC prior to August 1, 2024, for the Exhibitor to be eligible for a 50% refund. No refunds will be made after August 1, 2024, subject to the detailed Terms and Cancellation Policy.

It is expressly agreed by the Exhibitor that in the event it fails to pay the space licensure charge at the times specified or fails to comply with any other provisions contained in these regulations concerning its use of Exhibit Space, The MSC has the right to reassign the confirmed location shown or to take possession of said Exhibit Space and license same, or any part thereof, to such other parties and upon such terms and conditions as it may deem proper.

In the event the Exhibition shall not be held for any reason whatsoever, then, and thereupon, the licensure of space to the Exhibitor shall be terminated. In such case, the limit of claims for damage and/or compensation by the Exhibitor shall be the return to the Exhibitor of the amount already paid for space for this specific event.

The Exhibition Content.   No cancellation will be accepted, nor refund given by reason of any change in the content of the Exhibition, or the speakers scheduled to appear during the Exhibition for reasons beyond the reasonable control of the MSC, including but not limited to, government directives, pandemic, illness or other incapacity or unavailability.

3. EXHIBIT SPACE LICENSURE AND ASSIGNMENT OF LOCATION. By this contract, the MSC is granting the Exhibitor a temporary license to use the Exhibit Space described in this contract, under and subject to the terms and conditions of this contract. The Exhibitor’s right to use the Exhibit Space does not constitute a lease and is not subject to landlord-tenant laws.

4. USE OF EXHIBIT SPACE, SUBLICENSURE OF SPACE. The Exhibitor shall not assign, sublicense, or share the Exhibit Space allotted with any other party unless approval has been obtained in writing from the MSC, and any attempted assignment or sublicense without such consent shall be null and void. Exhibitors are not permitted to feature names or advertisements of non-exhibiting parties in the Exhibitor’s display, parent or subsidiary companies excepted. Exhibitors must show only goods or services manufactured, furnished, or dealt in by them in the regular course of business. Should an article or service of a non-exhibiting party be required for operation or demonstration in an Exhibitor’s display, identification of such article or service shall be limited to the usual and regular nameplate, imprint or trademark under which same is sold in the general course of business. No party not assigned Exhibit Space will be permitted to solicit business within the Exhibition Area.

5. EXHIBITOR’S AUTHORIZED REPRESENTATIVE. Each Exhibitor must name one person to be its representative. Such representative shall be authorized to enter into such service contracts as may be necessary and for which the Exhibitor shall be responsible.

6. INSTALLATION AND REMOVAL. The MSC reserves the right to fix the time for the installation of a booth prior to the Exhibition opening and for its removal after the conclusion of the Exhibition. Installation of all exhibits must be fully completed by the opening time of the Exhibition. Exhibits must be staffed during all Exhibition hours and may not, to any extent, be dismantled before the Exhibition closing. Each Exhibitor will be provided an official Exhibitor kit which describes the type and arrangement of Exhibit Space, the standard equipment provided by the MSC and service contractor(s) or the Bayfront Convention Center for booth construction as well as the schedule for installation, Exhibition hours and removal.

Exhibitor Plan Review. Booth construction plans and layout arrangements for exhibits involving unusual construction features must be submitted for approval at least thirty (30) days prior to the opening of the Exhibition.

Storage of Packing Crates and Boxes. Unattended freight in any display space as of one hour prior to Exhibition opening will be removed and stored at the Exhibitor’s sole risk and expense. The Exhibitor will not be permitted to store packing crates and boxes in their booths during the Exhibition.  However, when properly marked, these items will be stored and returned prior to removal of Exhibit Space by service contractor(s) or the Bayfront Convention Center staff. It is the Exhibitor’s responsibility to mark and identify its crates and boxes. Crates and boxes not properly marked or identified may be destroyed. The MSC and service contractor(s) or the Bayfront Convention Center will not assume responsibility for the contents of crates or boxes.

The removal and return of large crates that cannot be handled by hand trucks will be charged for at prevailing drayage rates by service contractor(s) or the Bayfront Convention Center. Crates, boxes or other exhibit materials unclaimed by the Exhibitor after the Exhibition will be removed at the Exhibitor’s expense. Exhibitors will be billed by service contractor(s) or the Bayfront Convention Center for removal time and materials at prevailing drayage rates. The MSC, service contractor(s), or the Bayfront Convention Center will not assume liability whatsoever for loss or damage.

7. EXHIBITS AND PUBLIC POLICY. The Exhibitor shall fully comply at all times with the rules, regulations and requirements of the MSC, the Bayfront Convention Center and with all federal, state, county, and municipal laws, ordinances and regulations pertaining to health, fire prevention and public safety, with respect to its participation in the Exhibition.

No part of the Exhibition building shall be defaced in any manner, nor shall signs or other articles be posted, nailed, taped or otherwise affixed to any pillars, doors, walls or other parts of the building. Any and all damages, losses, expenses, and/or costs resulting from failure to observe this notice shall be payable by the Exhibitor.

8. COMPETING ACTIVITIES. Exhibitor agrees to withhold sponsoring webinars, lectures or other functions during official Conference and Exhibition activities, including exhibit hours, social functions, educational seminars, and any other related activity scheduled by the MSC.

9. OPERATION OF EXHIBITS. The MSC reserves the right to restrict the operation of, or remove completely, any exhibit which, in its sole opinion, detracts from the general character of the Exhibition as a whole. This includes, but is not limited to, an Exhibit Space which, because of noise, flashing lights, method of operation, display of unsuitable material, is determined by the MSC to be objectionable to the successful conduct of the Exhibition as a whole. All demonstrations or other promotional activities must be confined to the limits of the Exhibit Space and shall be in good taste. No pornographic, immoral, derogatory, discriminatory, or other inappropriate materials shall be displayed. Each Exhibitor is responsible for keeping the aisles near its Exhibit Space free of congestion caused by demonstrations or other promotions.

Alcoholic Beverages. Exhibitors may not serve alcoholic beverages except with the written permission of the MSC and the Bayfront Convention Center.

Direct Sales. Retail sales are permitted only within the booth area and must be approved by the MSC. Exhibitors are responsible for collection and payment of any and all taxes required by the state, county and city governments.

Contests, Drawings and Lotteries. All unusual promotional activities must be approved in writing by the MSC no later than 30 days prior to the opening of the Exhibition.

Literature Distribution. All demonstrations or other activities must be confined to the limits of the Exhibitor’s Exhibit Space. Distribution of advertising materials, circulars, catalogs or devices may be made only within the assigned Exhibit Space.

Sound. Exhibits which include the operation of musical instruments, radios, sound projection equipment, or any noisemaking machines must be conducted or arranged so that the noise resulting from the demonstration will not annoy or disturb adjacent Exhibitors and their patrons, nor cause the aisles to be blocked. Operators of noisemaking exhibits must secure approval of operating methods before the exhibit opens. The MSC shall be the sole judge of what constitutes appropriate sound levels.

Exhibit Booth Representatives. Booth representatives must be properly registered and wear badges at all times.

Irregular Activities. All giveaway items, with the exception of plastic bags, pens, pencils, luggage tags, pocket calendars, and the Exhibitor’s product, must be submitted for approval to the MSC at least 21 business days prior to the opening of the Exhibition. Noisemakers of any kind will not be permitted.

Copyright Licensing. Exhibitor is solely responsible for obtaining any required licenses to broadcast, perform, or display any copyrighted materials, including but not limited to, music, video, and software. Exhibitor shall indemnify and hold harmless the MSC against cost, expense, or liability which may be incident to, arise out of or be caused by Exhibitor’s failure to obtain requisite license.

10. INDEMNIFICATION. The Exhibitor agrees that it will indemnify, defend and hold and save the MSC and the owner and the operator of the Bayfront Convention Center/Exhibition facility whole and harmless of, from and against any and all claims, demands, actions, damages, loss, cost, liabilities, expenses and judgments recovered from or asserted against any of them on account of injury or damage to person or property to the extent that any such damage or injury may be incident to, arise out of, or be caused, either proximately or remotely, wholly or in part, by an act, omission, negligence or misconduct on the part of the Exhibitor or any of its agents, servants, employees, contractors, patrons, guests, licensees or invitees or of any other person entering the Bayfront Convention Center/Exhibition facility hereunder with the express or implied invitation or permission of Exhibitor, or when any such injury or damage is the result, proximate or remote, of the violation by the Exhibitor or any of its agents, servants, employees, contractors, patrons, guests, licensees or invitees of any law, ordinance or governmental order of any kind, or when any such injury or damage may in any other way arise from or out of the occupancy or use by the Exhibitor, its agents, servants, employees, contractors, patrons, guests, licensees or invitees of the Bayfront Convention Center/Exhibition facility. Such indemnification by the Exhibitor shall be effective unless such damage or injury results solely and directly from the gross negligence or willful misconduct of the indemnified part. The Exhibitor covenants and agrees that in case the MSC, or the owner or operator of the Bayfront Convention Center/Exhibition facility shall be made a party to any litigation commenced by or against the Exhibitor or relating to this contract or the space licensed to the Exhibitor hereunder, then the Exhibitor shall and will pay all costs and expenses, including reasonable attorney’s fees and court costs, incurred by or imposed upon such party by virtue of any such litigation.

Assumption of Risks and Release. The Exhibitor expressly assumes all risks associated with, resulting from, or arising in connection with the Exhibitor’s participation in the Exhibition, including, without limitation, all risks of theft, loss, harm, damage or injury to persons (including death), property, business, or profits of the Exhibitor, whether caused by negligence, intentional act, accident, act of God, or otherwise. It shall be the responsibility of the Exhibitor to secure its own insurance or otherwise protect itself and its property against such loss or damage.

Use of Certain Property. The Exhibitor will assume all costs arising from the use of patented, trademarked, or franchised materials, devices, processes, or dramatic rights used on or incorporated in the Exhibitor’s Space. Exhibitor shall indemnify, defend and hold harmless the MSC, the Bayfront Convention Center Authority and their officers, directors, members, agents, and employees from and against all claims, demands, suits, liability, damages, losses, costs, attorneys’ fees, and expenses of whatever kind or nature, which might result from or arise out of use of any such material(s) described above.

11. LIABILITY. The MSC, its service contractors, the Bayfront Convention Center and any of the officers, staff members or directors of any of the same have no responsible for the safety of the Exhibitor’s materials from appropriation, theft, accident, vandalism, hacking or other causes, and the Exhibitor expressly waives and releases any claim or demand it may have against any of them by reason thereof.

12. WAIVER. The MSC shall not be deemed to waive any of their rights hereunder unless such waiver is explicitly stated as a waiver in writing and signed by the MSC (as the case may be). No delay or omission by the MSC exercising any of its rights shall operate as a waiver of such rights, and a waiver of such rights in writing on one occasion shall not be construed as a consent to or a waiver of any right or remedy on any future occasion.

13. ATTORNEYS’ FEES. Should the MSC find it necessary to employ attorneys to enforce any of the provisions of this agreement, or to protect in any manner its interest or interests under this agreement, the MSC (as the case may be), if it is the prevailing party, shall be entitled to recover from the Exhibitor all reasonable costs, charges, and expenses including attorneys’ fees.

14. AMERICANS WITH DISABILITIES ACT. The Exhibitor acknowledges its responsibilities under the Americans with Disabilities Act (the “ADA”) to make its Exhibit Space accessible to handicapped persons. The Exhibitor shall also indemnify and hold harmless the MSC and the Bayfront Convention Center against cost, expense, liability or damage which may be incident to, arise out of or be caused by the Exhibitor’s failure to comply with the ADA.

15. FORCE MAJEURE. If an event, including, but not limited to, acts of God, actions or regulations of governmental authorities, pandemic, fire, flood or explosion, war, disaster, civil disorder (including labor disputes or demonstrations of any kind), acts of terrorism or other violence, curtailment of transportation facilities, other emergencies, or any other cause beyond the reasonable control of the MSC or the Bayfront Convention Center/Exhibition facility, makes it impossible, illegal, impracticable or inadvisable for the MSC to undertake the Exhibition, this contract shall terminate upon notice from the MSC. In the event of cancellation, postponement or disruption of the Exhibition for the foregoing reasons, the MSC shall return to the Exhibitor the amount of its registration fees paid hereunder, less any expenses already incurred, and the MSC shall have no further duty or liability to the Exhibitor for damages, compensation or otherwise.

16. GOVERNING LAW; VENUE. THIS CONTRACT SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS. ANY AND ALL DISPUTES ARISING UNDER OR PERTAINING TO THIS CONTRACT SHALL BE ADJUDICATED SOLELY IN STATE OR FEDERAL COURTS SITTING IN ALLEGHENY COUNTY, PENNSYLVANIA, AND THE EXHIBITOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION IT MIGHT OTHERWISE HAVE TO THE LAYING OF JURISDICTION AND VENUE IN SUCH COURTS.

17. OTHER REGULATIONS. Any and all matters not specifically covered by the preceding rules and regulations shall be subject solely to the decision of the MSC.

THE MSC SHALL HAVE FULL POWER TO INTERPRET, AMEND, AND ENFORCE THESE RULES AND REGULATIONS, PROVIDED EXHIBITORS RECEIVE NOTICE OF ANY AMENDMENTS WHEN MADE. EACH EXHIBITOR AND ITS EMPLOYEES AGREES TO ABIDE BY THE FOREGOING RULES AND REGULATIONS AND BY ANY AMENDMENTS OR ADDITIONS THERETO IN CONFORMANCE WITH THE PRECEDING SENTENCE. EXHIBITORS OR THEIR REPRESENTATIVES WHO FAIL TO OBSERVE THESE CONDITIONS OF CONTRACT OR, WHO IN THE OPINION OF THE MSC, CONDUCT THEMSELVES UNETHICALLY, IMMEDIATELY MAY BE DISMISSED FROM THE EXHIBIT AREA WITHOUT REFUND OR OTHER APPEAL.