Reveal
Marketing Group Inc.

1. Definitions and Agreement

1.1 These Terms and Conditions (the “Terms”) form part of all quotations, estimates, proposals, and agreements issued by Reveal Marketing Group Inc. (the “Company”) (collectively, the “Agreement”).

1.2 For the purposes of this Agreement, “the Company” includes Reveal Marketing Group Inc., its affiliates, related entities, and any entity under common ownership or control.

1.3 By approving an estimate, issuing a purchase order, or otherwise engaging the Company, the client (the “Client”) agrees to be bound by these Terms.

2. Pricing and Payment Terms

2.1 Currency

All pricing shall be in the currency specified in the applicable estimate, quotation, or invoice.

2.1(a) Where not specified:

• Canada → CAD
• United States → USD

2.1(b) Multi-jurisdiction → Company determines currency reasonably.

2.1(c) FX fluctuations may result in price adjustments

2.2 Validity of Pricing

Estimates are valid for thirty (30) days unless otherwise stated in writing.

2.3 Payment Requirements

The Company reserves the right to require full or partial payment in advance prior to:

2.3(a) Where not specified:

• Commencement of services
• Production of goods
• Release or shipment of materials

2.4 Late Payments

Late payments may be subject to interest at a rate of two percent (2%) per month (twenty-four

percent (24%) per annum) or the maximum permitted by applicable law, whichever is less.

2.5 Payment Fees

Payments made by credit card may be subject to a processing fee of up to three and one-half
percent (3.5%).

2.6 Retention of Title

All goods remain the property of the Company until payment has been received in full.

2.7 No Set-Off or Withholding

All payments shall be made without deduction, set-off, or withholding, except as required by law.

2.8 Taxes

All applicable taxes are additional

2.9 Refunds

Except as expressly agreed in writing by the Company, all payments are non-refundable.

2.10 Rebates, Credits and Incentives

2.10(a) The Company may offer rebates, credits, discounts, or promotional incentives (collectively,
“Incentives”) from time to time.

2.10(b) Unless otherwise expressly approved in writing by the Company:

• Incentives apply only to eligible goods and services and shall not apply to pass-through costs, taxes, or third-party charges
• Incentives may not be combined or “stacked”
• Incentives shall not exceed twenty-five percent (25%) of the total invoice value, excluding pass-through costs and taxes, unless otherwise approved in writing by the Company

2.10(c) All Incentives:

• Are applied at the sole discretion of the Company;
• Have no cash value; Are non-transferable; and
• May be modified or withdrawn at any time prior to application.

2.11 Suspension of Services

The Company may suspend services for non-payment or credit risk

2.12 Collection Costs

The Client shall be responsible for all reasonable legal, collection, and administrative costs incurred by the Company in recovering outstanding amounts.

2.13 Acceleration

All balances become immediately due upon default.

3. Project Costs, Third-Party Charges and Disbursements

3.1 General

Certain costs incurred in connection with the project may be sourced, coordinated, or paid for by the Company on behalf of the Client, including third-party goods and services (collectively, “Project Costs”).

3.2 Categories of Project Costs

Project Costs may include, but are not limited to:

• Show services (e.g., drayage/material handling, electrical, internet, rigging)
• Venue costs and utilities
• Third-party vendors and subcontractors
• Freight, shipping, customs, duties, and brokerage

3.3 Pricing and Markups

Unless otherwise expressly stated in writing:

• Project Costs may be billed at cost or with an applied markup, at the sole discretion of the Company;
• Markups may reflect coordination, handling, risk, financing, and administrative overhead;
• The Client acknowledges and agrees that such markups are a standard component of the Company’s pricing model.

The Client acknowledges that the Company’s pricing, rates, and charges are not based solely on underlying costs and may include markups reflecting coordination, supervision, risk allocation, financing, and administrative overhead. The Company shall have no obligation to disclose underlying costs, vendor pricing, wages, or time records unless expressly agreed in writing.

3.4 Estimates and Adjustments

All Project Costs are estimates only and are subject to change based on:

• Actual quantities, weights, and dimensions
• Vendor and venue pricing
• Timing, including rush or late charges
• Scope changes or additional requirements

All such costs will be billed based on actual amounts incurred, plus any applicable markup.

3.5 Third-Party Pricing and Increases

The Company shall not be responsible for increases imposed by third parties, venues, carriers, or governing bodies.

3.6 Supporting Documentation

The Company does not routinely provide third-party invoices, receipts, or supporting documentation for Project Costs.

Where such documentation is requested by the Client:

• The Company may, at its sole discretion, provide such documentation;
• Additional administrative and accounting fees may apply;
• Retrieval of archived records may be subject to additional charges based on time required.

For greater certainty, nothing in this Section shall require the Company to disclose underlying costs, vendor pricing, labor rates, internal pricing structures, or the identity of its vendors, subcontractors, suppliers, or service providers, unless expressly agreed in writing by the Company.

The Client acknowledges that such information constitutes confidential and proprietary information of the Company.

4. Scope, Cancellations and Change Orders

4.1 Scope of Work

The scope of work is limited to what is expressly set out in the applicable estimate or proposal.

4.2 Out-of-Scope Work

Any services, materials, or deliverables not expressly included shall be considered out of scope and subject to additional charges.

4.3 Cancellation

In the event of cancellation by the Client, the following cancellation fees shall apply:

• Ten percent (10%) of the total project value for cancellation at any time following written approval of the estimate or proposal;
• Twenty percent (20%) of the total project value for cancellation occurring more than two (2) business days after written approval;
• Fifty percent (50%) of the total project value for cancellation occurring more than five (5) business days after written approval;
• Eighty percent (80%) of the total project value for cancellation occurring within three (3) business days prior to the scheduled ship date or event date, whichever occurs first

4.4 Incurred Costs Prevail

Notwithstanding the foregoing, the Client shall be responsible for all costs incurred by the Company up to the date of cancellation, including but not limited to:

• Design and administrative time
• Production and materials
• Third-party vendor commitments
• Labour (including standard and overtime)

Where such costs exceed the applicable cancellation fee, the Client shall be responsible for the full amount of such costs.

4.5 Change Orders

All change orders must be approved in writing and may result in adjustments to pricing and timelines.

5. Production, Artwork and Approvals

5.1 The Client is responsible for providing accurate, complete, and print-ready artwork.

5.2 The Company is not responsible for color variation, scaling differences, or design interpretation outcomes.

5.3 The Client warrants that it has all necessary rights and permissions for supplied materials and agrees to indemnify the Company against any related claims.

5.4 A digital proof will be provided prior to production

5.5 Upon approval, all items are final and non-refundable.

5.6 Renderings are conceptual and may not exactly reflect final output.

5.7 Technical Drawings and Specifications

Unless otherwise stated, the Company does not provide engineering drawings or build specifications. These may be provided at additional cost upon request.

6. Creative Services, Intellectual Property and Content Responsibility

6.1 The Company may provide creative services including graphic design, branding, layout, and visual content (“Creative Services”).

6.2 The Client is solely responsible for all content, claims, and materials and their compliance with applicable laws.

6.3 The Company does not provide legal or regulatory review of content.

6.4 The Client warrants rights to all supplied materials and indemnifies the Company.

6.5 The Company retains ownership of all concepts and unused work. Final deliverables are licensed upon full payment.

6.6 The Company is not responsible for post-delivery modifications or misuse.

6.7 Final approval constitutes full acceptance by the Client.

7. Production Timelines

7.1 Standard Timelines

Standard production timelines are approximately twenty (20) to thirty (30) business days from final approval, unless otherwise stated in writing.

7.2 Project-Specific Timelines

Notwithstanding the foregoing, certain projects may be completed on shorter timelines where expressly agreed to in the applicable estimate, proposal, or written communication.

Any such timelines shall be project-specific and subject to:

• Availability of materials and labour;
• Timely Client approvals and deliverables; and
• Any applicable rush charges or expedited production fees

7.3 Client Delays

Any delays caused by the Client may result in:

• Adjusted delivery timelines; and
• Additional costs, including rush production, expedited shipping, or labour

8. Shipping, Freight and Logistics

8.1 Estimates and Adjustments

All shipping, freight, and logistics costs are estimates only and are subject to change based on:

• Actual weight and dimensions
• Carrier rates and fuel surcharges
• Handling requirements
• Timing, including expedited or late shipments

All such costs will be billed based on actual amounts incurred.

8.2 Role of the Company

The Company acts solely as a coordinator of logistics and transportation services and is not a carrier.

The Company shall not be liable for the acts, omissions, or performance of any third-party carriers, freight companies, or service providers.

8.3 Risk of Loss

Risk of loss or damage to goods shall transfer to the Client upon:

• Release of goods to a third-party carrier; or
• Delivery of goods to a venue, show site, or designated location, whichever occurs first.

8.4 Carrier Delays and Event Deadlines

The Company shall not be responsible for:

• Delays in transit
• Missed delivery windows
• Missed event or show deadlines
• Any resulting business losses, penalties, or additional costs including those caused by carriers, customs, weather, or other factors beyond the Company’s control.

8.5 Packaging and Preparation of Goods

Where the Company is responsible for packaging, crating, or preparing goods for shipment, the Company shall use commercially reasonable efforts in accordance with standard industry practices.

Notwithstanding the foregoing, the Company shall not be liable for:

• Damage resulting from inherent limitations of materials, packaging, or transit conditions; or
• Damage caused by third-party carriers or handling following release of the shipment

Where goods are packaged, prepared, or supplied by or on behalf of the Client:

• The Client shall be solely responsible for the adequacy and condition of such packaging; and
• The Company shall not be liable for any loss or damage arising from insufficient or improper packaging

The Client acknowledges that all shipments are subject to handling, transport conditions, and third party involvement, and that packaging—whether performed by the Company or the Client—does not eliminate the risk of damage in transit.

8.6 Freight on Client Account

Where shipments are arranged using the Client’s carrier account:

• The Company shall not be responsible for carrier performance, delays, or damages;
• Additional coordination, handling, and administrative time may be billed at the Company’s standard rate

8.7 Insurance

Unless otherwise expressly agreed in writing, transit insurance is not included.

The Client is solely responsible for obtaining adequate insurance coverage for goods in transit.

9. Cross-Border Shipments

9.1 The Client is responsible for duties, taxes, brokerage, and documentation.

9.2 The Company is not responsible for customs delays or related costs.

10. Installation, Dismantle and On-Site Services

10.1 Services are billed based on actual labour time.

10.2 Additional charges may apply due to delays or site conditions.

10.3 Return visits are billable.

10.4 Unscheduled on-site requests will be billed at standard rates.

10.5 Specialized technical services (including A/V) may be billed at higher rates.

11. Storage and Warehouse Services

11.1 Storage at Risk

All materials stored are at the sole risk of the Client.

11.2 Insurance

The Client must maintain adequate insurance coverage; any insurance maintained by the Company shall be secondary and non-contributory.

11.3 Limitation of Liability

The Company’s liability for loss of or damage to stored materials shall be limited to the lesser of the actual value of the goods or CAD $0.60 per pound, unless a higher value has been declared and accepted in writing

11.4 Handling and Condition of Goods

The Company shall not be liable for normal handling wear and tear, or for damage resulting from the ordinary course of storage, handling, loading, or movement of goods.

11.5 Warehouse Lien

The Company shall have a general lien over all stored goods for any amounts owing and may retain, withhold release of, or dispose of such goods in accordance with applicable law.

11.6 Access and Retrieval

Access to stored materials must be scheduled in advance and may be subject to handling, preparation, or administrative fees.

11.7 Inspection and Acceptance

The Client shall inspect all materials upon retrieval, delivery, or release from storage.

Any claims for loss, damage, or deficiency must be submitted in writing within five (5) business days of such retrieval, delivery, or release.

Failing such notice, the materials shall be deemed to have been accepted in good condition and in accordance with the Agreement.

No claims shall be considered after such period.

11.8 Abandoned Materials

Materials remaining in the Company’s possession for more than thirty (30) days following written notice requesting removal may be deemed abandoned.

The Company may, at its sole discretion:

• Continue to charge ongoing storage fees;
• Charge reasonable disposal, handling, and administrative fees; and
• Dispose of, recycle, or otherwise liquidate such material

The Client shall remain responsible for all outstanding amounts, including storage fees, disposal fees, and any costs incurred in connection with such materials.

The Company shall have no obligation to account to the Client for any proceeds arising from the disposal or liquidation of such materials.

12. Staffing and Brand Ambassador Services

12.1 General

Staffing services are provided based on availability and are subject to minimum call times and rates as outlined in the applicable estimate.

12.2 Nature of Services

All personnel provided by the Company remain under the direction and control of the Company.

The Client acknowledges that staffing services are performed in dynamic live environments and outcomes may vary.

12.3 Client Direction and Responsibility

Where Client representatives provide direction, instruction, or supervision to personnel:

• The Client assumes responsibility for such direction; and
• The Company shall not be liable for any issues arising from such instructions

12.4 Performance and Availability

The Company will use commercially reasonable efforts to provide qualified personnel.

However, the Company does not guarantee:

• Specific performance outcomes
• Sales results, lead generation, or engagement levels
• Uninterrupted staffing due to illness, absence, or circumstances beyond its control

The Company reserves the right to substitute personnel where reasonably required.

12.5 Cancellation

• Minimum five (5) business days’ notice required
• Less than forty-eight (48) hours’ notice → full charge

12.6 Working Conditions

The Client is responsible for ensuring a safe, compliant, and suitable working environment for all personnel.

The Company reserves the right to withdraw personnel from unsafe or inappropriate conditions without liability.

12.7 Training Services

Where requested by the Client, the Company may provide training services for assigned personnel at an additional cost.

The Client acknowledges that:

• Training is based on information, materials, and direction provided by or approved by the Client;
• The Company is not responsible for inaccuracies, omissions, or deficiencies in such materials; and
• The effectiveness of training is dependent on the quality, completeness, and timeliness of information provided by the Client

The Company does not guarantee specific performance outcomes resulting from training.

13. Event Performance and Operational Disclaimer

13.1 General Conditions

The Client acknowledges that live events are subject to variables outside the Company’s control, including but not limited to:

The Client acknowledges that:

• Venue conditions
• Attendance levels
• Environmental factors (weather, noise, lighting, etc.)
• Third-party service providers

13.2 Third-Party Services

The Company shall not be responsible for the performance, failure, or interruption of any third-party services, including but not limited to:

The Client acknowledges that:

• Internet or network connectivity
• Power supply or electrical services
• Show services or venue operations
• Audio-visual equipment not directly controlled by the Company

13.3 No Guarantee of Results

The Company does not guarantee any specific outcomes, including but not limited to:

The Client acknowledges that:

• Sales performance
• Lead generation
• Brand engagement metrics
• Return on investment (ROI)

13.4 Interruptions and Downtime

The Company shall not be liable for any interruption, delay, or failure in performance arising from factors outside its reasonable control, even where such interruptions impact the Client’s event objectives.

For greater certainty, the Company’s obligations are limited to the provision of services and do not extend to guaranteeing any commercial or marketing outcomes.

14. Insurance

14.1 Company Coverage – Exhibit Materials

Subject to the terms and limitations of the Company’s insurance policies, exhibit materials owned by the Client and specifically related to the project (“Exhibit Materials”) may be covered by the Company’s insurance only in the following circumstances:

• While such Exhibit Materials are located at the Company’s premises;
• While being transported using the Company’s owned and operated vehicles; or
• While being transported under shipping arrangements coordinated and managed by the Company through its designated carriers

Such coverage shall be subject to the terms, conditions, limitations, and exclusions of the applicable insurance policies.

14.2 Exclusions – Client-Owned Products and Equipment

For greater certainty, the Company’s insurance does not cover:

• Client-owned products, merchandise, machinery, or equipment;
• Any items not forming part of the Exhibit Materials;
• Promotional items, samples, or inventory shipped or stored in connection with the project

The Client shall be solely responsible for obtaining insurance coverage for such items at all times, including while stored, handled, or transported by the Company.

14.3 Client-Arranged Shipping and On-Site Risk

The Company shall have no responsibility or liability for any loss or damage to goods:

• Shipped using carriers arranged directly by the Client; or
• Located at event venues, trade shows, or activation sites

In such cases, all risk and insurance responsibility shall remain solely with the Client.

14.4 Client Insurance Requirements

The Client shall maintain adequate insurance coverage for all property not covered under Section 14.1, including but not limited to:

• Client-owned products and equipment;
• Goods in transit arranged by the Client;
• Property located at event venues or third-party locations

Such coverage shall be subject to the terms, conditions, limitations, and exclusions of the applicable insurance policies.

14.5 Proof of Insurance

The Company reserves the right, acting reasonably, to request proof of insurance coverage from the Client where appropriate based on the nature, scope, or value of the project.

14.6 No Waiver of Risk

The Client acknowledges that any coverage provided under the Company’s insurance policies is limited and conditional. Except as expressly set out in Section 14.1, all goods and materials remain at the sole risk of the Client.

14.7 Limitation of Responsibility

The Company shall not be liable for any loss or damage that would have been covered under insurance required to be maintained by the Client under this Agreement.

15. Limitation of Liability

15.1 Maximum Liability

To the fullest extent permitted by applicable law, the total aggregate liability of the Company arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall be limited to the total fees paid by the Client to the Company under the applicable Agreement.

15.2 Exclusion of Damages

In no event shall the Company be liable for any:

• Indirect, incidental, special, or consequential damages;
• Loss of profits, revenue, or business opportunity;
• Loss of data or use;
• Loss arising from event interruption, delay, or failure even if the Company has been advised of the possibility of such damages.

15.3 Third-Party and External Factors

The Company shall not be liable for any loss or damage arising from:

• Acts or omissions of third-party vendors, carriers, venues, or service providers;
• Shipping, freight, or logistics services once goods are released to a carrier;
• Storage services, except as expressly set out in Section 11;
• Any circumstances outside the Company’s reasonable control

15.4 Client Materials and Content

For greater certainty, the Company shall have no liability for any claims arising from:

• Content, messaging, or materials approved or provided by the Client; or
• Use of deliverables beyond their intended purpose

15.5 Survival

This Section shall survive the completion or termination of the Agreement.

16. Indemnification

16.1 Client Indemnity

The Client shall defend, indemnify, and hold harmless the Company, its affiliates, and their respective directors, officers, employees, contractors, and agents from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Any materials, content, or information provided or approved by the Client;
• Any breach of this Agreement by the Client;
• Any negligent act, omission, or misconduct of the Client or its representatives;
• Any instructions, directions, or approvals given by the Client in connection with the project;
• The Client’s use of the Company’s deliverables or services;
• Any Client-owned goods, products, or equipment, including their storage, transport, or use

16.2 Third-Party Claims

This indemnity applies to any claims brought by third parties, including but not limited to:

• Intellectual property or copyright claims;
• Personal injury or property damage claims;
• Claims arising from product use, display, or promotion

16.3 Defense and Cooperation

The Company shall promptly notify the Client of any claim subject to indemnification.

The Client shall assume control of the defense and settlement of such claim, provided that:

• The Company may participate in the defense at its own expense; and
• The Client shall not settle any claim in a manner that imposes liability or obligation on the Company without the Company’s prior written consent

16.4 Survival

This Section shall survive the completion or termination of the Agreement.

17. Non-Solicitation and Non-Circumvention

17.1 Non-Solicitation of Personnel

The Client agrees that during the term of the Agreement and for a period of twelve (12) months following its completion or termination, the Client shall not, directly or indirectly:

• Solicit, hire, contract, or engage any employee, contractor, or representative of the Company; or
• Induce or attempt to induce any such individual to terminate or alter their relationship with the
• Company without the prior written consent of the Company.

17.2 Non-Circumvention of Services

The Client agrees not to engage, contract with, or otherwise utilize the services of any personnel introduced or provided by the Company outside of the Company, whether directly or indirectly.

17.3 Liquidated Damages

An amount equal to the greater of:

• Thirty percent (30%) of the individual’s estimated annual compensation or contract value; or
• The total fees that would have been payable to the Company for a twelve (12) month period for such services

The parties acknowledge that such amount represents a reasonable estimate of damages.

17.4 Acknowledgement of Business Interest

The Client acknowledges that the Company has invested significant time, effort, and expense in recruiting, training, and managing its personnel and that this Section is necessary to protect the Company’s legitimate business interests.

17.5 Survival

This Section shall survive the completion or termination of the Agreement.

18. Force Majeure

The Company shall not be liable for any delay, failure, or inability to perform its obligations due to events beyond its reasonable control, including but not limited to:

• Acts of God, natural disasters, or extreme weather;
• Fire, flood, or other casualty events;
• Labour shortages, strikes, or lockouts;
• Supply chain disruptions or material shortages;
• Transportation or carrier delays;
• Failure or interruption of utilities or infrastructure;
• Government actions, regulations, or restrictions;
• Venue-related issues or event cancellations;
• Any other circumstances beyond the reasonable control of the Company

In such circumstances

• The Company’s obligations shall be suspended for the duration of the event;
• Timelines shall be extended accordingly; and
• The Company reserves the right to adjust pricing, timelines, and scope to reflect any resulting impacts

The Client acknowledges that live event timelines are fixed and that Force Majeure Events may impact delivery or performance without liability to the Company.

19. Governing Law and Jurisdiction

19.1 Governed by Ontario and Canadian law

19.2 Exclusive jurisdiction in Toronto courts.

19.3 Client waives venue objections

19.4 CISG does not apply.

20. General Provisions

20.1 Invalid provisions do not affect remainder.

20.2 Terms may be updated with notice.

20.3 These Terms override conflicting Client terms unless agreed in writing.

21. Acceptance of Services and Deliverables

21.1 Inspection and Acceptance

The Client shall inspect all goods, deliverables, and services upon delivery, installation, or completion.

21.2 Notice of Deficiencies

Any claims for deficiency, defect, or non-conformance must be submitted in writing within five (5) business days of delivery, installation, or completion of the applicable goods or services.

21.3 Deemed Acceptance

Failing such notice, all goods, deliverables, and services shall be deemed to have been:

• Accepted by the Client; and
• In full compliance with the Agreement

21.4 Limitation on Claims

No claims shall be considered after such five (5) business day period.