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SINDOOR SPACE RENTALAGREEMENT
<br />TERMS AND CONDITIONS
<br />7. EQUIPMENT. Company owns or rents certain digital advertising display units "Boards°. Merchant owns or
<br />rents certain real property at the add ress(s) listed on the front side of this Agreement ("Premises") and asserts it has
<br />control al the Premises aad is authorized to enter i+)to ihisAgreement, Company desires to place Boards on Orin the
<br />Premises for the purpose of displaying advertising and receiving revenue. Company also seeks from time to time to
<br />issue promotional advertising materials such as glassware, coasters, napkins, and other products within Merchant's
<br />promises ('Products" ). Merchant hereby agrees togramfompany an exclusive righted place Boards in certain indoor
<br />locations mutually agreed upon by the parties and to distribute from time to time, at Merchant's discretion, various
<br />other Pmduds on or within the Premises. Company shall he respansibleforthe installation and maintenance of the
<br />Boards. One or more Boards may be added to the Premises hereafter, which additional Boards would be 5n6jertto
<br />this AgreementThe Boards shall at all times remain the sale property of Company or of the lessor of the Boards.
<br />2. AVARABILTFY. Merchant agrees for the term of this Agreement that the Boards shall at all times during
<br />Merchant's normal business hours remain available, unobsirron ed, and in usefordisplay to and viewing by Merchant's
<br />customers. Merchant shall have a duty to reasonably notify Company of any change in the condition of the Boards
<br />or the advertisements within the Boards and Company shall be responsible for any and all maintenance, repair, of
<br />removal of the Boards and advertising content during the term of this Agreement. In addition, Merchant shall make
<br />the Boards available to Company during reasonable business hours for maintenance, repair, improvements or the
<br />like.
<br />3. EXCLUSIVITY. During the term of this Agreement and continuing for one (1) year after the termination of
<br />this Agreement, Merchant shall not permit the installation of any Boards or other indoor advertising or any other
<br />tempering advertising medium on or in Merchant's Premises. Further, Merchant shall not permit the removal of the
<br />Boards from the Premises. Company shall have [he sole and exclusive right to sell, produce, manufacture, and place
<br />advartisements for third parties or Merchant on or within the Boards and in oron the Premises -
<br />A. DAMAGE, THEFT, LIABILITY REQUIREMENTS. Company isresponsiblelotanydamages that may happen to4re
<br />hoadds. Merchant shall make no allmatian or addition to the Boards, and shall not permit anyone, other than
<br />authorized representatives of the Company, to perform any service maintenance, removal, of repairwork of the
<br />Boards without Company's prior wrltteo approval,
<br />5. INITIAL AND SUCCESSIVE TERM(S). This Agreement shall be for the form stated an the front side of this
<br />Agreement and shall commence on the date this Agreement is executed ("initial Term"), unless amended or
<br />terminated by written agreement signed by both parties or terminated by Company pursuant to paragraph 10 below.
<br />Notwithstanding anything contained herein to the contrary, this Agreement shall automatically extend for successive
<br />terms of five (5) years. ("Successive Term") (the "Initial Term" and the Successive Term shall he collectively referred
<br />to as the "Term").
<br />6. WARRANTIES AND REPRE55NTATI0NSOFMERCHANT. Merchant warrants and represents.
<br />a) It is the owner of the Premises or that it holdsa lease or option In renew the lease for said Premises of equal
<br />or greater length than the initial term of this Agreement.
<br />b) It is engaged in a lawful business and is duly licensed and io compliance with all applicable laws, rules and
<br />regulations of the Federal Government, as wells as the Slate, County and City in which Merchant and the Boards
<br />are located, including but not limited to all laws, rules and regulations relating to the use, licensing or operation
<br />of the Boards and placement of advertisements and promotional materials of any kind in Merchant's Premises.
<br />7. TERMS OF PAYMENT. Company shall compensate Merchant the compensation amount type specified on
<br />the front of this Agreement for displaying advertisements forihird parties secured by Company on the Boards in the
<br />Premises. If Merchant selects In -House Advertising, In -House Advertising will be available on an ongoing basis. If
<br />Merchant selects either cash or trade compensation, commissions will he catmlated on a quarterly basis net of any
<br />revenues received from the sates of any alcoholic beverage advertising or in kind trade revenue Cashcommissions
<br />shall be paid out within 30 days following the and of each fiscal quarter. Trade commissions shall accrue on a
<br />quarterly basis until redeemed by Merchant.
<br />B. INDEMNIFICATION, Merchant shall indemnify Company and hold Company, and its officers, directors,
<br />employees, agents, franchises and Independent contractors, harmless of, from and against any and all claims,
<br />liabilities, costs, attorneys' fees, lasses or expenses, directly or indirectly arising or resulting from the installation,
<br />location, use, maintenance, or removal of the Boards and Products covered by this Agreement accruing afterthe date
<br />hereof andlor from Merchant's breach
<br />of this Agreement, except to the extent such claim, liability, cost, loss or expense, or a portion thereof arises directly
<br />fromthe gross negligence or willful misconduct of Company, its officers, agents, or employees. Merchant agrees
<br />to defend, indemnify, and hold harmless Company, and its officers, directors, employees, agents, franchises and
<br />independent contractors, from and against
<br />any and all claims, suits, expenses, and liabilities, including reasonable attorney and court costs, directly or indirectly
<br />arising out of any material, creative, logos, or content displayed by Merchant displayed in the Boards, including
<br />without limitations, claims or suits for libel, copyright or trademark infringement, privacy rights violations, or any
<br />other violations offederal,state, or local law. These provisions shall survive termination of this Agreement. Company
<br />shall indemnify and hold harmless
<br />the Merchant from and against any and all claims and liabilities arising from or in connection with the content
<br />or subject matter of Company's advertisements. Further, any and all advertisements produced, provided, and
<br />displayed by either party herein are and shall remain the sole property of such party, including, without limitation,
<br />any and all trademarks, copyrights, brand names, and other intellectual property reflected and displayed within the
<br />advertisements-
<br />9. EQUIPMENT RELOCATION. In the even[ Merchant transfers or moves its business from the Premises,Merchant
<br />shall notify Company no less than sixty (6B) days prior to any such event. In such event, this Agreement shall be
<br />automatically deemed amended (o apply to Merchant's new location (orany remaining Term of this Agreement. If
<br />Merchant chooses to remodel, remove, or move the Boards to another location Merchant shall pay for the cost and
<br />expense thereof, including any necessary repairs to the Premises.
<br />10, TERMINATION. This Agreement and all obligations hereunder may be terminated by either parry at the
<br />expiration of the Initial Term or any Successive Term of this Agreement provided written notice of Coordination has
<br />been provided to the other party not less than sixly(60}days priorto the expiration of the Initial Term or Successive
<br />Term, This Agreement and all obligations may also be cancelled by either party in the event (I) the other party fails to
<br />comply with the terms of thispgreement; III either party is involved in bankruptcy proceedings that have not beer
<br />withdrawn or dismissed within sixty 160) days or(ri) any of the Boardsorservices provided by Company is not lawful,
<br />licensed or permitted.
<br />11. ATTORNEYS' FEES. If suit or action is instituted to enforce or interpret any of the temps of this Agreement,
<br />the prevailing party shall be entitled to recover from the other party, in addition to costs, such sums as the court may
<br />adjudge reasonable for legal fees at trial and on any appeal therefrom.
<br />12. COMPANY'S LIMITED LIABILITYTO MERCHANT.
<br />a) Company shall use reasonable efforts to comply with all applicable laws and regulations, and to obtain
<br />necessary licenses, permits urz registrations to conduct its business.
<br />b) Company will use ordinary care in displaying advertising, including ordinary care in the creation and
<br />placement of advertisements. All displayed advertisements an the Beards are presumed approved. If Merchant finds
<br />any advertisement offensive, competitive, or otherwise reasonably unacceptable, Merchant muss noify Company in
<br />writing of its disapproval. Merchant's notification of disapproval must he reasonable, made in good faith, and must
<br />outline the reason for such disapproval. Company will use its best efforts to replace any unapproved advertisement
<br />with an advertisement acceptable to Merchant. in addition, Company will, at its expense, comeclany errors that are
<br />due solely to Company's personnel. However, the expense of correcting such errors incurred by Company shall he
<br />the only responsibility of Company occasioned by its performance or non-performance of its obligations under this
<br />Agreement, and Merchant agrees to accept the correction of errors by Company as its sole and exclusive remedy.
<br />Merchant may not assert any claim against Company after one f1) year from the date than Merchant has or should
<br />have had knowledge of fads giving rise to such claim or any loss.
<br />t) Company shall have no I lability to third parties for any damages incurred and arising out of the performance
<br />or non-performance of services under this Agreement. and Merchant shall indemnify and hold Company harmless
<br />of, from and against any and all liability, claims, causes of actions or expenses relating thereto including Company's
<br />attomeys' fees in connection therewith.
<br />d) EXCEPT AS PROVIDED IN THIS PARAGRAPH 12, MERCHANT UNDERSTANDS AND AGREES
<br />THAT COMPANY MARES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY,
<br />AS TO ANY III WHATSOEVER, INCLUDING THE CONDITION OF ANY BOARDS OR PRODUCTS,
<br />THEIR MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR THEIR ABILITY TO BE
<br />LICENSED, PERMITTED OR REGISTERED TO PROVIDE THE SERVICES TO BE RENDERED TO MERCHANT
<br />HEREUNDER. COMPANY SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE FOR ANY LOST PROFITS
<br />OR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, ADDITIONAL, OR PUNITIVE
<br />DAMAGES OF MERCHANT, OR ANY OTHER LIABILITY ARISING OUT OF A BREACH OF THIS AGREEMENT.
<br />13. ASSIGNMENT. This Agreement may be assigned by Company but not by Merchant without Company's
<br />prior written consent. Company reserves the right, in its sole discretion, to delegate or assign to third parties the
<br />performance of Company's obligations to Merchant. In the event of any such delegation, the provisions of this
<br />Agreement applying to Company shall apply equally to such third party in the performance of such obligations
<br />including, but not Pmited to, the limited liability, indemnification, and force majeure provisions hereof.
<br />14. FORCE MA]EURE. Neither pally shall be considered in default in the performance of its obligation
<br />should its perormance thereof he delayed or prevented by force majeure. "force majeure" shall include, but shal
<br />not he limited to: hostilities, revolution, riots, strikes, epidemic, accident, fire, flood, earthquake, wind storm,
<br />explosion, lack of or failure of lranspotlatfon facflities at power facilities, regulation or ordinance, any
<br />requirement or act of any government or governmental agency having or claiming to have jurisdiction aver the
<br />subject matter of this Agreement or the parties, any act of God, orany cause,which is reasonably beyond the
<br />control and withoutthe fault or negligence of the parties.
<br />15. RELATIONSHIP OF PARTIES. It is not the intention or the purpose of this Agreement nor shall any
<br />provision herein create nor shall the same he construed as creating any type of partnership or joint venture of
<br />the parties hereto. This Agreement shall not be construed to provide [of or communicate that Company has of is
<br />attempting to acquire any financial interest, direct or indirect, in Merchant, Merchant's business, or Merchant's
<br />Premises.
<br />16. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties hereto. There are
<br />no other promises, representations, terms, conditions or obligations other than those contained herein. This
<br />Agreement supersedes all prior communications, representations or agreements, oral or written, between the
<br />parties and no waiver or modification to this Agreement shall be effective unless it is in writing, signed by the
<br />parties. This Agreement may be executed in one or more counterparts, which counterparts shall together constitute
<br />one and the same inslruni
<br />17, NOTICES. Any notices to be given under this Agreement shall be deemed adequate it given in writing
<br />and sent bycertified or registered international mail, by recognized aircourier, or by facsimile transmittal al a fax
<br />number known to he maintained by the partytowhom notice is to be given,mupled with acopyof III
<br />confirmation shoot. Notice shall be deemed given when it is received.
<br />19. MISCELLANEOUS. This Agreementslaall bind and inure to the benefit of each of the parties and their
<br />successors, representatives, and heirs_ The person signing this Agreement on the Advertiser's behalf has Hte
<br />authority to bind the Advertiser to this Agreement. This Agreement shall be deemed to have been made in the state
<br />in which Company is located and shall he governed and interpreted in accordance with its laws, which laws shall
<br />prevail in the event of any conflict of law. If any part of this Agreement Is held invalid or unlawful by a court of
<br />competent jurisdiction, the remainder of the Agreement shall remain in full farce and effect
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