NOBLE OAK, LLC
d/b/a Noble Oak Safety & Training 

TERMS AND CONDITIONS FOR PARTICIPATION IN ARBORFEST 2026 – APRIL 9-11, 2026

DEFINITIONS: “NOL” refers to the Noble Oak, LLC. “Exhibitor” refers to the applicant for exhibit space named in the application & contract accompanying these Terms and Conditions; “Facility” refers to WNC Agriculture Center, the location of the ARBORFEST named in this application & Contract. The “Event” refers to ArborFest ‘26. “Contract” refers to the fully executed Contract for the Event and these Terms and Conditions.

CONTRACT ACCEPTANCE: This Contract shall become binding and effective only when it has been signed on the first page by Exhibitor and counter‐signed by a duly authorized representative of NOL. NOL may refuse acceptance of any Contract for any reason, or for no reason.

BOOTH ASSIGNMENTS: NOL cannot guarantee booth location but shall use its reasonable efforts to locate the Booth(s) in one of the locations listed by Exhibitor as a preferred Booth number. NOL will use reasonable efforts to accommodate Exhibitor requests for separation of its Booth from competitors. Notwithstanding the above, NOL may assign and/or change the location of Booth assignments in its sole discretion.

BOOTH LAYOUT AND STRUCTURES: Exhibitors are not allowed to erect walls and any other structures which hinder the line of sight of neighboring Booths. If in doubt, Exhibitors should contact NOL for approval using the contact information provided at the end of these Terms and Conditions. NOL reserves the right to require Exhibitors to remove any structures that NOL in its discretion determines hinders the line of sight of neighboring Booths or otherwise interferes with other Exhibitors.  Exhibitors may not put up tents or other structures that would prohibit sprinkler systems from distributing water to the ground.

ASSIGNMENT: Exhibitor shall not assign or subcontract its rights to the Booth(s) or any equipment provided by NOL without written notice to, and written approval from NOL, which approval shall be at NOL’s sole discretion. Similarly, Exhibitor shall not share a Booth with any other exhibitor or entity without NOL’s prior written approval.

COPYRIGHTED MATERIALS: Exhibitors are responsible for obtaining any licenses and paying all licensing and royalty fees that may be due as a result of Exhibitor’s use of any copyrighted materials in its Booth. This includes but is not limited to music license fees for live, recorded or mechanical music used in videotapes or music tapes, or otherwise due to ASCAP, BMI or other copyright owners. Without limiting the indemnification provisions set forth elsewhere in these Terms and Conditions, Exhibitor hereby agrees to indemnify, defend, and hold harmless NOL from and against any and all liability that arises from actual or alleged copyright infringement, or other copyright or other intellectual property license issues that may arise with respect to Exhibitor. 

INSTALLATION & DISMANTLEMENT: Exhibitor agrees to comply with assigned dates and times for move‐in, move‐out, and booth installation days and hours. Exhibitor understands the importance of maintaining the Exhibit as active and staffed for the duration of the Event. Exhibits may not be removed from the Facility until final closing of the show unless permission is obtained in writing in advance from NOL. Exhibitor is advised to prepare a pre‐walk through list of any damage to the Facility near the Booth and submit such information to NOL prior to erecting the Booth. Also see “Damage” section of these Terms and Conditions.

EXHIBITOR APPOINTED CONTRACTORS: Exhibitor shall be liable for all damages caused by its employees, agents, and contractors in connection with the construction, installation and dismantlement of the Exhibitor Booth. Without limiting indemnification provisions set forth elsewhere in this Agreement, Exhibitor agrees to indemnify, defend, and hold NOL, its agents and employees, harmless from and against any claims or damages caused by any act, omission or activity, including construction, installation and dismantlement activities of Exhibitor, its employees, agents or contractors at the Event.  Exhibitor shall not be liable for acts of any contractor/decorator and drayage service contracted for by NOL.

DAMAGE: Exhibitor shall dismantle its Booth and return the area where the Booth was located to the same condition it was in prior to construction of the Booth. Any damages to the Facility that NOL reasonably determines were caused by the Exhibitor shall be the full responsibility and liability of the Exhibitor, and Exhibitor shall be invoiced by NOL for any such amounts. Exhibitor shall not be responsible for any damage to the Facility that Exhibitor and NOL agreed in writing was present prior the Event. Failure to perform a pre or post‐Event walk through does not relieve Exhibitor of any liability pursuant to this Agreement.

LIABILITY: NOL and WNC Agriculture Center (individually or collectively, the “Producing Parties”) shall not be liable to Exhibitor in any respect for any claims, losses, causes, liabilities, deficiencies, penalties, expenses, injuries, or damages arising out of or related to the Event or Exhibitor’s participation in the Event due to any act or omission of the Producing Parties, or their respective owners, employees or agents, or any third person, whether based on breach of contract or warranty, negligence or other tort, strict liability, or any other cause of action, unless directly and solely caused by the gross negligence or willful misconduct of a Producing Party; in which case the Producing Party committing the gross negligence or willful misconduct shall individually be subject to liability.

NOL disclaims all warranties, express or implied, including, without limitation, warranties of merchantability and fitness for a particular purpose.

LIMITATION ON LIABILITY: Notwithstanding any other provision of this Contract, to the fullest extent permitted by law, the aggregate monetary liability of the Producing Parties to Exhibitor for all causes of action, whether in tort, contract, or otherwise, will in no event exceed the amount of fees paid by Exhibitor to NOL for the Event. Recovery of such amount shall be the Exhibitor’s sole and exclusive legal remedy. Any claim against the Producing Parties by Exhibitor not submitted within thirty (30) days of the close of the Event shall be forever waived, and no suit or action shall be brought against the Producing Parties more than one (1) year after the Event. In addition, the Producing Parties shall not be liable to Exhibitor for any indirect, special, incidental, consequential, reliance, or punitive damages, including lost profits or business interruption, whether based upon a claim or action of contract, warranty, negligence, strict liability or other tort.

INDEMNIFICATION: Exhibitor shall indemnify, defend, and hold harmless the Producing Parties (and each of them), and each of their owners, members, directors, agents and employees, and each of their successors and assigns, from and against any and all claims, demands, causes of action, judgments, suits, liabilities, responsibilities, losses, deficiencies, assessments, penalties, damages (to persons or property), costs, or expenses of any kind whatsoever (including but not limited to court costs, interest and attorney’s fees) incident to, based on, or arising directly or indirectly out of: (a) Exhibitor’s participation in or presence at the Event; (b) any breach by Exhibitor of any agreements, covenants, promises or other obligations under this Contract or any other contract, arrangement or agreement; (c) any matter for which Exhibitor is otherwise responsible under the terms of this Contract or any other contract, arrangement or agreement; (d) any violation or infringement (or claim of violation or infringement) by Exhibitor of any law or ordinance or the rights of any party under any patent, copyright, trademark, trade secret, or other proprietary right; (e) any libel, slander, defamation or similar claims resulting from the actions of Exhibitor;(f) harm or injury (including death) to Exhibitor or its representatives, agents, employees, licensees, or invitees; (g) loss of or damage to property or the business or profits of Exhibitor, whether caused by negligence, intentional act, accident, act of God, theft, mysterious disappearance or otherwise; (h) Exhibitor’s negligent acts or omissions or willful misconduct; and (i) Exhibitor’s non-compliance with federal, state, county, city or other laws, statutes, rules, regulations, ordinances, codes of ethics, or requirements, including without limitation, applicable safety laws. 

ASSUMPTION OF RISKS. Exhibitor expressly assumes all risks associated with, resulting from or arising in connection with Exhibitor’s participation or presence at the Event, including, without limitation, all risks of theft, loss, harm, damage or injury to or of any person (including death), property, business or profits of Exhibitor, whether caused by negligence, intentional act, accident, act of God or otherwise. Exhibitor has sole responsibility for its property and any theft, damage or other loss to such property (whether or not stored in any storage area), including any subrogation claims by its insurer.

Neither NOL nor the Facility operator accepts responsibility, nor is a bailment created, for property delivered by or to Exhibitor. Neither NOL nor the Facility operator shall be liable for, and Exhibitor hereby releases all of them from, and covenants not to sue any of them with respect to, any and all risks, losses, damages and liabilities whether described in this paragraph or not.

DEMONSTRATIONS: NOL may permit Exhibitor to conduct demonstrations in a Booth or outside the Facility, upon Exhibitor’s request and at NOL’s sole discretion. All demonstrations must be conducted in a location designated by NOL, and subject to such additional terms and conditions as may be imposed by NOL. Notwithstanding this, Exhibitor is solely and exclusively responsible and liable for: (i) conducting its demonstrations in a manner that ensures the safety of employees, participants, and all other persons in and about the Event; (ii) meeting or exceeding the duty of care required of persons or commercial entities performing the same or similar demonstrations; (iii) in addition to insurance required elsewhere in this Contract, securing insurance in sufficient type and amount to cover its demonstrations, which insurance shall be subject to NOL’s written approval, and which shall name NOL and WNC Agriculture Center;

INSURANCE: All property of Exhibitor is understood to remain under Exhibitor’s custody and control in transit to and from or within confines of the Facility. Neither NOL nor the Facility operator maintains insurance covering Exhibitor’s property. Exhibitor shall carry Comprehensive General Liability coverage including premises, operations and contractual liability coverage of at least $1,000,000 and Worker’s Compensation with Employer’s Liability with applicable statutory coverage. Exhibitor shall also carry and maintain such other insurance as NOL may require in its discretion, based on the activities of Exhibitor at the Event. Certificates shall be furnished to NOL for each such insurance policy. All insurance shall be submitted to NOL at least ten (10) days prior to the Event, and shall be subject to NOL’ prior approval. All insurance shall name NOL and WNC Agriculture Center as additional insureds, and include waivers of subrogation and a cancellation clause stating, "This policy will not be canceled or materially changed or altered without first giving thirty (30) days written notice thereof to NOL." If any of the insurance policies covered by the foregoing certificates of insurance will expire prior to or during the time of an Event, Exhibitor shall deliver to NOL at least thirty (30) days prior to such expiration a certificate of insurance evidencing the renewal of such policy or policies. Failure of NOL to request or Exhibitor to produce a certificate does not waive Exhibitor’s responsibility to maintain insurance under this provision.

SECURITY: Although general security service will be furnished of the Event, NOL shall not be responsible or liable for any damage to, loss and/or theft of property belonging to any Exhibitor, its agents, employees, business invitees, visitors or guests. Each Exhibitor shall carry its own insurance for such losses. Neither NOL nor the Facility operator provides security for property.

FIRE SAFETY: All curtains, drapes, signs, banners, acoustical materials, plastic, cloth and decorations must be constructed of fire‐resistive material and a certificate of flammability must be provided to NOL upon request and to any persons, including fire prevention personnel responsible for safety and code compliance. No combustible materials, merchandise or signs shall be attached to table skirting facing aisles unless also fire‐resistive. Decorations, signs, banners, etc., may not be taped, nailed, tacked, stapled or otherwise fastened to ceilings, walls, painted surfaces or columns. Automobiles, trucks, tractors, machinery and other motor vehicles utilizing flammable fuels which are placed on display inside the building shall conform to the requirements of all local and state fire and safety codes and standards including state and local code regulations of the Facility location. All fuel tanks shall be locked or effectively sealed and battery cables shall be disconnected from the ignition systems. Displays shall at all times remain available for inspection and approval for compliance with all safety standards and codes of the Facility’s location. NOL reserves the right at all times to require removal of such items that NOL believes, in its sole discretion, threaten safety and the Facility location. Exhibitor shall also comply with such fire safety rules and regulations of the Fire Marshal and the Facility operator.  Exhibitors may not install tents or anything covering the booth.  Sprinklers must be able to reach the floor in case of an emergency.

PAYMENT: Upon acceptance of this application by NOL, NOL shall reserve a booth with a non‐refundable deposit equal to 25% of the total Booth & Sponsorship Price, to be paid within 30 days of the date Exhibitor is notified of acceptance (the “Deposit”). Failure to pay the Deposit within the appropriate timeframe shall entitle NOL to cancel the reservation. The Deposit money is non‐refundable notwithstanding any provision in this Agreement to the contrary. Payment of the balance is due February 1, 2026. Failure to pay such amount by March 1, 2026 shall entitle NOL to cancel the Booth, with Exhibitor being liable for the Deposit. In the event the application is not accepted by NOL, space rental fees or deposits made to NOL will be returned.

BOOTH SIZE REDUCTION BY EXHIBITOR: Exhibitor may reduce Booth size only upon notice to NOL at least sixty (60) days prior to the Event. Notice of booth reduction must be given to NOL in writing by mail, fax or email using the Contact information at the end of these Terms and Conditions. The Booth price shall be reduced proportionally based on the number of square foot reduction divided by the total square footage of the original Booth. In such event, NOL shall be entitled to retain the Deposit but shall re‐price the reservation accordingly so that the January 1, 2026 invoice will be reduced as set forth above.

TOTAL BOOTH CANCELLATION BY EXHIBITOR: If Exhibitor cancels this Contract for any reason up to 60 days prior to the event, NOL shall be entitled to retain 50% of the Exhibitor’s full contract obligation (inclusive of the Deposit). If the Contract is cancelled 60 days or less prior to the event, NOL shall be entitled to 100% of the Exhibitor’s full contract obligation. NOL and the Exhibitor agree that damages from a cancellation are difficult to estimate and these cancellation amounts are liquidated damages and not a penalty. Cancellation notice must be received in writing by certified mail, or by a letter faxed or emailed to NOL (with Exhibitor retaining copy of receipt of delivery) on Exhibitor letterhead or other written instrument clearly identifying the Exhibitor and the Contract being cancelled. Such notice shall be delivered to the Contact information listed at the end of these Terms and Conditions. The receipt date will be considered the actual date of cancellation. NOL shall be under no obligation to mitigate Exhibitor’s damages from cancellation, and any amounts received by NOL from re‐licensing the Booth to another exhibitor shall not reduce the amount owed by Exhibitor.

EXHIBITOR FAILURE TO PERFORM: If Exhibitor fails to make a payment required by this Contract in a timely manner, NOL may terminate this contract (and Exhibitor’s participation in the Event) without further notice and without obligation to refund any monies previously paid. NOL reserves the right to refuse Exhibitor permission to move in and set up a Booth if Exhibitor has failed to timely make any payment due to NOL. NOL is expressly authorized (but has no obligation) to occupy or dispose of any Booth space vacated or made available because of action taken under this paragraph in any manner it desires, and without releasing Exhibitor from any liability hereunder. NOL may also terminate this Contract effective upon written notice of termination if Exhibitor breaches any of its obligations under this Contract or any other contract or arrangement with NOL, without any obligation on NOL’s part to refund any payments previously made, and without releasing Exhibitor from any liability arising as a result of or in connection with such breach. If NOL removes or restricts an exhibit that NOL considers to be objectionable or inappropriate, no refund will be due to Exhibitor. 

FORCE MAJEURE: In the event the Event is cancelled or postponed, whether the entire Event or a portion of the Event, or NOL is otherwise prevented from performing any of its obligations under this Contract for any reason beyond NOL’s reasonable control, including, but not limited to,  any act of God, fire, flood, inclement weather, unavailability of the Facility, governmental regulation or intervention, damage, acts of war, terrorism, strike, lock‐out, labor dispute, riot or other cause, or should NOL decide, because of such cause, that it is necessary to re‐site the Event or reduce the move‐in and installation time, show time or move‐out time, NOL shall take such action as NOL deems appropriate in its discretion, and shall not be liable to Exhibitor or any other party for any damages or loss, direct or indirect, arising as a result thereof. If the Event is postponed or moved to a different location, Exhibitor shall remain responsible for all amounts due hereunder even if Exhibitor does not participate in the Event on the rescheduled date and/or in the new location. However, if the Event is cancelled pursuant to this provision, all fees paid by Exhibitor, less an administration fee equal to 10% of the full Booth price, shall be credited to the Exhibitor’s account for use for a future Event, or refunded to the Exhibitor (at NOL’s sole option).

EMPLOYEE RECRUITMENT: Recruitment of employees at the Event is prohibited, including employees of NOL and other exhibitors. Notwithstanding this, NOL shall not be liable for any injury or damages arising from recruitment of potential employees at the Event.

FOOD AND BEVERAGES: Exhibitors may not serve or dispense food or beverages of any type from their booth unless approved, in writing, by NOL and the food service supervisors of the Facility.

ALCOHOLIC BEVERAGES: No alcoholic beverages shall be sold, given away, or consumed at the Facility.

INTERIOR SIGNS: Placing signs or placards on painted walls is prohibited. Adhesives are not permitted on painted walls. Failure to comply with this regulation shall result in a charge to Exhibitor in the amount of the damage repair expenses. 

PRODUCTS LIMITATIONS: Only those products and/or services considered by NOL (in its sole discretion) as relating directly to the arboriculture industry, including the business of arboricultural enterprises, may be exhibited. Products containing hazardous elements, chemicals, and/or compounds may not be exhibited at the Event. NOL reserves the right to demand a written list of Exhibitor’s products and services in advance, for NOL’s approval.

LISTINGS AND PROMOTIONAL MATERIALS: By exhibiting at the Event, Exhibitor grants to NOL a fully paid, perpetual, non‐ exclusive license to use, display and reproduce the name, trade names, logos, and product names of Exhibitor in any directory (print, electronic, or other media) listing the companies exhibiting at the Event and to use such names in NOL promotional materials. NOL shall not be liable for any errors in any listing or descriptions or for omitting Exhibitor or any other exhibitor from any directory or other lists or materials. NOL may also take photographs of Exhibitor’s Booth space, exhibit, guests and employees during, before or after the Event operating hours and use these photographs for any promotional purpose.

UNAUTHORIZED ACCESS: No person, firm or organization, which has not contracted with NOL for occupancy of a Booth at the Event, will be permitted to: display or demonstrate any products, processes or services; solicit orders; wear any identification other than that of a contracting Exhibitor; or distribute advertising or other materials during Event operating hours. Any infringement of this regulation will result in prompt removal of the offending person from the Facility, without refund.

ADA COMPLIANCE: It is Exhibitor’s sole responsibility for ensuring that its Booth and presentation at the Event is in compliance with the Americans With Disabilities Act (“ADA”). If Exhibitor has any ADA‐related requests to make of NOL and/or the Facility, it will do so promptly after it becomes aware of such requests.

COMPLIANCE WITH LAWS: Exhibitor shall obtain and shall maintain, at its own expense, any required certifications, credentials, authorizations, licenses, and permits as may be needed with respect to Exhibitor’s activities at the Event. Exhibitor shall, at all relevant times, comply with, and ensure that all its employees, personnel, contractors and subcontractors comply with, all local, state, federal, administrative, and other governing laws, statutes, rules, regulations, and policies.

CONTRACT VIOLATIONS: Complaints of any violation of the Terms & Conditions are to be made promptly to NOL. Exhibitors and their personnel agree to abide by the decision of NOL. If Exhibitor (including Exhibitor’s employees and invitees) fails to abide by any of the Terms & Conditions, in addition to any other rights and remedies of NOL, NOL may, in its sole discretion, and without refund to Exhibitor: (i) immediately remove and/or shut down the Booth and/or the offending Exhibitor at the expense of the Exhibitor (prior to or during the Event.); (ii) ban the offending Exhibitor from one or more future shows for a period of up to 24 months; and/or (iii) revoke placement preference in one or more future shows. 

APPLICABLE LAW AND FORUM: These Terms and Conditions shall be governed by the laws of the State of New York, without regard to its conflict of law provisions, and shall be construed and enforced in accordance with the laws of that state. The Exhibitor and NOL agree to submit to the personal and exclusive jurisdiction of the state and federal courts of New York.

NO AGENCY: There is no agency, partnership, joint venture, employee‐employer or franchisor‐franchisee relationship between any Exhibitor and NOL.

CONTRACT INTERPRETATION: NOL reserves the right to interpret, amend and enforce these Terms and Conditions as it deems proper to assure the success of the Event. Exhibitor further agrees that these Terms and Conditions are made part of the Agreement, and the signing of this Contract indicates that Exhibitor has read, understood and agreed to same. The headings in this Contract are for convenience only, and do not modify the terms of this Contract. 

INCORPORATION OF RULES AND REGULATIONS: Any and all matters pertaining to the Event and not specifically covered by the terms and conditions of this Contract shall be subject to determination by NOL in its sole discretion. NOL may adopt rules or regulations from time to time governing such matters and may amend or revoke them at any time, upon notice to Exhibitor. Any rules and regulations are an integral part of this Contract and are incorporated herein by reference. Exhibitor shall observe and abide by additional regulations made by NOL as soon as these additional rules or regulations are communicated to Exhibitor. This Contract (including any additional rules or regulations adopted by NOL) states the entire agreement of the parties with respect to the subject matter hereof. Any amendments must be in writing and signed on behalf of both parties.

TAXES AND LICENSES: Exhibitor shall be solely responsible for obtaining any licenses, permits or approvals under federal, state or local laws applicable to its activities at the Event. Exhibitor shall be solely responsible for obtaining any necessary tax identification numbers and permits and for paying all taxes, license fees, use fees, royalties or other fees, charges, levies or penalties that become due to any governmental authority in connection with its activities at the Event. Exhibitor will not permit the delivery of products or merchandise at the Facility without the express permission of NOL.

SEVERABILITY: In the event any terms and conditions are found by a court to be invalid or unenforceable, such provisions shall be severable from these Terms and Conditions and these Terms and Conditions shall be deemed modified to eliminate any such invalid or unenforceable provisions.

LIMITATION AND EXCLUSION OF LIABILITY: EXCEPT FOR POTENTIAL REFUNDS UNDER THIS AGREEMENT, IN NO EVENT SHALL NOL BE LIABLE IN ANY MANNER FOR DIRECT, INDIRECT INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO ANY OF ITS OBLIGATIONS UNDER THESE TERMS AND CONDITIONS OR ANY OTHER MATTER RELATED TO OR IN CONNECTION WITH THE EVENT. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, NOL SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM INTERRUPTION, SUSPENSION OR TERMINATION OF THE EVENT, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES. NOL SHALL NOT BE RESPONSIBLE OR LIABLE TO ANY EXHIBITOR FOR THE STATEMENTS OR CONDUCT OF ANY OTHER EXHIBITOR, ATTENDEE, GUEST, INVITEE, CONTRACTORS OR OTHER PARTIES PARTICIPATING IN OR ATTENDING THE EVENT, OR IN OR ABOUT THE FACILITY.

TIME OF THE ESSENCE: Time is of the essence in the performance of each party’s duties and obligations in this Contract.

CLASS ACTION WAIVER: Any proceeding to resolve or adjudicate any dispute in any forum will be conducted solely on an individual basis. Neither Exhibitor nor NOL will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person's account, if we are a party to the proceeding. EXHIBITOR EXPRESSLY AGREES THAT IT IS GIVING UP ITS RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM EXHIBITOR MAY HAVE AGAINST NOL INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.

CONTACT INFORMATION and NOTICE INFORMATION: For further information or to fulfill notice requirements in these Terms and conditions:

Noble Oak, LLC: 843 State Route 12, Unit 7, Frenchtown NJ, 08825

Email: arborfest@whynoble.com
Phone: 908-219-9084