5. Payments. All fees shall be payable in cash, check, or credit card. Notwithstanding the foregoing, Client shall provide its credit card information to be maintained on file by Mill Pond Estate to guarantee payment of any and all sums due and owing by Client to Mill Pond, and Client hereby authorizes Mill Pond to charge to such credit card any and all sums owing by Client to Mill Pond pursuant to the terms of the Agreement. Time is of the essence with respect to all of Client’s obligations, including payment obligations. Amounts unpaid for a period of seven (7) days after the due date will bear interest at a rate of 1.5% per week or the highest rate permissible by law, whichever is less. Client’s failure to make payment due to Mill Pond hereunder shall be a significant failure by Client. Client shall not withhold amounts from Mill Pond’s compensation to impose a penalty or liquidated damages on Mill Pond, or to offset sums alleged to be due to Client by Mill Pond. Pursuant to Florida law, Client will have thirty (30) days from receipt of notice from Mill Pond of a dishonored payment to tender payment of the full amount of such check plus a service charge of $25, if the face value does not exceed $50; $30, if the face value exceeds $50 but does not exceed $300; $40, if the face value exceeds; or an amount of up to 5 percent of the face amount of the check, whichever is greater. Unless this amount is paid in full within the time specified above, the dishonored check or electronic funds transfer and all other available information relating to such incident may be turned over to the state attorney for criminal prosecution. Client may be additionally liable in a civil action for triple the amount of the check, or electronic funds transfer, but in no case less than $50, together with the amount of the check or electronic funds transfer, a service charge, court costs, reasonable attorney’s fees, and incurred bank fees, as provided in s. 68.065, Florida Statutes. Client must cover the dishonored check or electronic funds transfer with cash, money order, or certified check.

6. Condition of the Event Space. Mill Pond shall prepare the Event Space on the Event Date in accordance with the specifications set forth in the Proposal.

7. Site Decoration. Rearranging and moving furniture, artwork, lamps, seating, and other furnishings shall be performed solely by Mill Pond’s personnel. No nails, screws, staples, or penetrating items shall be used on walls, wood, or other surfaces. All tape and gummed backing materials shall be properly removed by Client and any damage to walls, wood, or other fine surfaces shall be repaired at Mill Pond’s direction, the cost of which shall be deducted from the Security Deposit and/or charged to Client. Fireworks, sparklers, confetti, glitter, rice, and balloons are strictly prohibited at the Event Space. All candles must be in holders, and flames must be contained.

8. Conduct and Noise. Client, Client’s Service providers. and Client’s guests shall at all times comply with Mill Ponds’s Venue Use Rules and Regulations and any other rules or regulations implemented by Mill Pond. Smoking in the Event Space or in or within any building, loitering, disparaging remarks, physical violence, or illegal activities is not permitted and will not be tolerated. Client agrees to control the noise level at the Event such that it shall not create a disturbance or nuisance. If Mill Pond reasonably determines that the noise level is excessive, upon request by Mill Pond, Client shall immediately reduce the volume. Conduct deemed disorderly and/or noise levels deemed excessive, at the sole discretion of Mill Pond, shall be grounds for immediate expulsion from the Event Space and the termination of the License. In such event, Client shall not be entitled to any refund of any Fees, all of which shall be deemed to have been fully earned by Mill Pond.

9. Compliance with Laws. Client shall, and shall cause Client’s Caterer and the Client’s Service Providers to, comply with all applicable federal, state, and local laws, statutes, ordinances, codes, rules, and regulations, and lawful orders of public authorities (“Applicable Laws”) and obtain any and all required permits and licenses necessary to use the Event Space. Client shall not, and shall not permit the Client’s Caterer or the Client’s Service Providers to, use the Event Space in any manner that would violate Applicable Laws in any court having jurisdiction thereof. The award rendered by the arbitrator(s) shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.

Either party, at its sole discretion, may consolidate an arbitration conducted under the Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation; (2) the arbitrations to be consolidated substantially involve common questions of law or fact; and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration.

10. Permitted Use and Capacity. Client is authorized, pursuant to the License, to use the Event Space for the Event and for no other purpose, unless Mill Pond gives Client prior written authorization for additional permitted uses. Client shall not use the Event Space in any manner that may result in increased insurance premiums for Mill Pond with respect to the Event Space or render such insurance void. Client acknowledges and agrees that the maximum capacity of the Event Space is one hundred fifty (150) people and Client will not exceed such limit. Failure to comply with this section shall be a breach of the Agreement and permit Mill Pond to revoke the License pursuant to Section 13 herein.

11. Access and Right of Entry. Mill Pond shall have the right to enter the Event Space at any time, without the consent of Client, for any reasonable purpose, including any emergency that may threaten damage to the Event Space, or injury to any person in or near the Event Space.

12. Cancellations. Client may terminate the Agreement for its convenience, and without cause, by providing at least ninety (90) days prior written notice to Mill Pond. Client shall be responsible for any and all fees and costs incurred by Mill Pond as a result of Clients termination of the Agreement, including, without limitation, any deposits or fees charged by Mill Pond’s vendors and service providers ( collectively the “Termination Costs”) plus a termination fee equalling 50% of the remaining balance. In the event of Client’s Termination pursuant to this section, Mill Pond shall be entitled to deduct the Termination Costs and Termination Fee from the Fees paid or to be paid by Client to Mill Pond. Any portion of the Fees remaining in excess of the Termination Costs and the Termination Fee to be paid to Client. If the fees paid by Client are insufficient to reimburse Mill Pond for such Terminations Costs and Termination Fee, Client shall be responsible for any deficiency, which shall be payable to Mill Pond within five (5) days after Client’s receipt of written demand for same. This section shall survive termination of the Agreement.

13. Revocation of License. Mill Pond shall have the right to revoke the License at any time prior to the Event Date provided Mill Pond provides written notice of such revocation to provided that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent. Client and Mill Pond grant to any person or entity made a party to an arbitration conducted under the Agreement, whether by joinder or consolidation, the same rights of joinder and consolidation as Client and Mill Pond under the Agreement. The provisions of this section shall survive the termination of the Agreement. Mill Pond’s right of revocation shall be limited to the following events: (a) nonpayment of Fees by the applicable due dates, or (b) breach of the Agreement by Client. If Mill Pond revokes the Agreement pursuant to this section, without limitation of Mill Pond’s other rights and remedies, Mill Pond shall retain all amounts paid to Mill Pond (including but not limited to all Fees).

14. Limitation of Liability. IN NO EVENT SHALL MILL POND BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, OR LOST PROFITS OR REVENUES ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THE AGREEMENT OR PERFORMANCE OF SERVICES, REGARDLESS OF (A) WHETHER SUCH DAMAGES
WERE FORESEEABLE, (B) WHETHER OR NOT CLIENT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN NO EVENT SHALL MILL POND’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE
AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNT OF ALL FEES PAID TO MILL POND PURSUANT TO THE AGREEMENT.

15. Indemnification. To the fullest extent permitted by law, Client shall defend at Client’s expense (or, at Mill
Pond’s option, pay for an attorney selected by Mill Pond to defend), indemnify, and hold harmless Mill Pond, the
owner(s) of the property on which the Event Space is located, and each of their respective affiliates and
subsidiaries, members, managers, officers, directors, agents, representatives, and employees (collectively, the
“Indemnified Parties”) against, for, and from any and all liabilities, losses, damages, injuries, deaths, demands,
judgments, actions, claims, suits, costs, and expenses, including, but not limited to, reasonable attorneys’ fees
(collectively, “Indemnity Claims” and, individually, each an “Indemnity Claim”), caused in whole or in part by, based on, resulting from, or arising out of:
(a) any negligence, recklessness, intentional wrongful conduct of Client, or its consultants, contractors, suppliers, or guests or any of their respective employees;
(b) any act or omission by Client in the performance of its obligations under the Agreement;
(c) any breach by Client of the Agreement; or
(d) the occupancy or use of the Event Space and other appurtenances to the Event Space by Client, Client’s Caterer (if any), Client’s Service Providers (if any), or any other guest or invitee of the Event. Client may not settle or compromise any claim or consent to the entry of any judgment with respect to which Indemnified Parties are seeking indemnification hereunder in a manner that adversely affects the Indemnified Parties without the Indemnified Parties’ prior written consent. This Section shall survive the expiration or earlier termination of the Agreement.

16. Disclaimer of Warranties. Client has inspected the Event Space and agrees to accept the Event Space
"AS-IS", "WHERE-IS" and "WITH ALL FAULTS" on the date hereof. MILL POND MAKES NO WARRANTIES OR GUARANTIES OF ANY KIND, EXPRESS OR IMPLIED, TO CLIENT, AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MILL POND DOES NOT GUARANTEE ANY RESULTS OR OUTCOMES PURSUANT TO THE AGREEMENT.

17. Dispute Resolution. Any claim, dispute or other matter in question arising out of or related to the Agreement or Mill Pond’s Services shall be subject to mediation as a condition precedent to binding dispute resolution. Client and Mill Pond shall endeavor to resolve claims, disputes and other matters in question between them by mediation, which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Commercial Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other party to the Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of an appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of forty-five (45) days from the date of filing, unless stayed for a longer period by written agreement of the parties or court order. If an arbitration proceeding is stayed pursuant to this section, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the Pasco County, Florida, unless another location is mutually agreed upon in writing. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. Any claim, dispute or other matter in question arising out of or related to the Agreement subject to, but not resolved by, mediation shall be subject to arbitration, which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules in effect on the date of the Agreement. A demand for arbitration shall be made in writing, delivered to the other party to the Agreement, and filed with the person or entity administering the arbitration. The arbitration shall be held in Pasco County, Florida, unless another location is mutually agreed upon in writing. A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the claim, dispute or other matter in question would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the claim, dispute or other matter in question. The foregoing agreement to arbitrate, and other agreements to arbitrate with an additional person or entity duly consented to by parties to the Agreement, shall be specifically enforceable in accordance with applicable law. in any court having jurisdiction thereof. The award rendered by the arbitrator(s) shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. Either party, at its sole discretion, may consolidate an arbitration conducted under the Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation; (2) the arbitrations to be
consolidated substantially involve common questions of law or fact; and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent. Client and Mill Pond grant to any person or entity made a party to an arbitration conducted under the Agreement, whether by joinder or consolidation, the same rights of joinder and consolidation as Client and Mill Pond under the Agreement. The provisions of this section shall survive the termination of the Agreement.

27. Severability. The partial or complete invalidity
of any provision of the Agreement shall not affect the
validity or the continuing force and effect of the Agreement or its remaining provisions. If it is determined that any provision of the Agreement violates any law, or is otherwise invalid or unenforceable, then that provision shall
be revised to the extent necessary to make that provision legal and enforceable. In such case the Agreement shall be construed, to the fullest extent permitted by law, to give effect to the parties’ intentions and purposes in executing
the Agreement.

28. Waiver of Jury Trial. WITHOUT DEROGATION FROM ARBITRATION AS THE METHOD OF BINDING DISPUTE RESOLUTION, EACH PARTY IRREVOCABLY
AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, AND APPENDICES ATTACHED TO THE AGREEMENT, OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

29. No Waiver. No waiver under the Agreement is
effective unless it is in writing, identified as a waiver to the Agreement, and signed by the party waiving its right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver on any future occasion. None of the following constitutes a waiver or estoppel of any right,
remedy, power, privilege, or condition arising from the Agreement:

(i) any failure or delay in exercising any right,
remedy, power, or privilege or in enforcing any condition under the Agreement; or

(ii) any act, omission, or course of
dealing between the parties.

30. Counterparts. The Agreement may be executed
in one or more counterparts, each of which shall be
deemed to be an original and all of which, when taken together, shall be deemed to be one and the same agreement or document. A signed copy of the Agreement transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of the Agreement.

31. Florida Agritourism Notice of Inherent Risk.
WARNING. Under Florida law, an agritourism operator is not liable for injury or death of, or damage or loss to, a participant in an agritourism activity conducted at this agritourism location if
such injury, death, damage, or loss results from the
inherent risks of the agritourism activity. Inherent risks of agritourism activities include, among others, risks of injury inherent to land, equipment, and animals, as well as the potential for you to act in a negligent manner that may contribute to your injury, death, damage, or loss. You are assuming the risk of participating in this agritourism
activity.