Black Prong grants Client a limited and revocable license (the “License”) to use the Event Space for the Event, together with a limited and revocable license to use all other areas in and around the Property which are used in common with others to the extent necessary for the Event, such as driveways and parking areas (collectively, the “Common Areas”). Black Prong permits Client to use the Event Space only for the Event on the Event Date during the Event Hours, subject to, and upon all of the terms, covenants, and conditions contained in this Agreement. This Agreement shall not, under any circumstances, be construed to grant any interest or right to Client in the Property or Event Space. Black Prong maintains 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.

Client agrees to pay Black Prong the Total Event Fee as stated herein and any additional fees generated due to changes in the Event requested by Client plus applicable taxes and surcharges (together “Fees”), pursuant to the Payment and Fee Schedule outlined in this Agreement. Any increases to the Total Event Fee due to Client’s requested changes to the Event details will be communicated to and confirmed with Client prior to any changes being made. Resulting additional fees will be included in Client’s final invoice. A non-refundable Booking Deposit is required to book the Event on the Event Date, which will be applied to Client’s final invoice as a credit, if not retained by Black Prong pursuant to the terms and conditions of this Agreement. Client agrees to provide Black Prong with a refundable security deposit, which will be returned to Client if there are no damages or circumstances herein which support Black Prong retaining the funds.

Black Prong has no obligation under this Agreement until any required Booking Deposit and Security Deposit are paid in full. If Client fails to pay any of the Fees or deposits required under this Agreement by the due dates outlined in the Payment and Fee Schedule above, Black Prong has the right to revoke the license to use the Property and retain the full amount of the Fees and deposits paid. If Client makes all payments required by this Agreement, the Booking Deposit will be credited to Client’s final balance and included on Client’s final bill. The Security Deposit will be returned to Client within thirty (30) days after the Event Date if the Event Space and the Common Areas are left in the same or similar condition as delivered to Client. If any repair and/or excessive cleaning is needed at the Event Space or the Common Areas by reason of the Event to bring the Event Space, the Common Areas, or both to the same or similar condition as delivered to Client: (i) the Security Deposit will be applied by Black Prong to the costs of the repair and/or cleaning; (ii) any portion of the Security Deposit in excess of the repair and/or cleaning amount will be returned to Client; and (iii) if the Security Deposit is not enough to reimburse Black Prong the cost of repair and/or cleaning, Client is responsible for any deficiency, which will be paid to Black Prong within fifteen (15) days after Client’s receipt of written demand for payment to Black Prong. This Section 2 survives termination of this Agreement.

All Fees are payable in cash, check, or major credit card; provided, however, if payment of any Fees is made by major credit card, the 3% processing fee charged by the credit company will be charged to Client. Any refunds issued to Client will be returned less a 5% handling fee.

 Food & Beverage and Alcohol / Bar services will be provided by Black Prong Catering according to the specifications outlined in the Amenities and Inclusions Section of this Agreement and the terms and conditions herein. Client must provide Black Prong with any required changes to the food, beverage and/or alcohol order by 30 days before the Event. Black Prong will make every attempt to accommodate Client’s request. Client understands that some changes will result in a change in the Total Event Fee and hereby agrees to promptly make payment for any additional charges due to a change in food, beverage and/or alcohol orders upon receiving notice from Black Prong. Client is responsible for communicating any guest food allergies to Black Prong. Black Prong will make every attempt to accommodate special meal requests but cannot, in any manner, be held liable for ensuring Client’s guests consume appropriate meals. Client understands that fuel surcharges may be applied for events off site and/or passed through to Client if applied to Black Prong by vendors providing goods or services for Client’s event. Client agrees to make prompt payment upon receiving an invoice from Black Prong for these charges.

Client is responsible for ensuring that all of Client’s Service Providers are properly licensed, insured, and hold appropriate permits and qualifications to provide services for the Event. All providers engaged by Client to provide services are required to execute and agree to Black Prong’s Insurance and Indemnity Agreement, which will be provide to Client upon signing this Agreement. Client is responsible for ensuring that all executed Insurance and Indemnity Agreements are provided to Black Prong prior to the Event.

Black Prong will prepare the Event Space on the Event Date in accordance with the specifications set forth herein. It is the responsibility of Client to inspect the Event Space and advise Black Prong of any issues. Otherwise, Client accepts the condition of the Event Space as-is. Black Prong does not make any warranties, express or implied, with respect to the condition of the Event Space, including warranties of merchantability or fitness for a particular purpose. Client will maintain and keep the Event Space in good order and repair, normal wear and tear excepted. Client will not make any alterations or improvements to the Event Space without the prior written consent of Black Prong.

Rearranging and moving furniture, artwork, lamps, seating, and other furnishings must be performed solely by Black Prong employees. No nails, screws, staples, or penetrating items are permitted to be used on walls, wood, or other fine surfaces. All tape and gummed backing materials must be properly removed by Client. Any damage to walls, wood, or other fine surfaces will be repaired by Black Prong, the cost of which will be deducted from the Security Deposit.

Client will not use the Event Space in any manner that may result in increased insurance premiums for Black Prong with respect to the Event Space or render such insurance void. Failure to comply with this requirement will be a breach of this Agreement and permit Black Prong to cancel and revoke the License pursuant to Section 11 of this Agreement. Client acknowledges and agrees that no more than the Maximum Number of Guests will occupy the Event Space. Smoking in the Event Space, the Common Areas, or in or within twenty-five (25) feet of a building on the Property, 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 and not permit it to create a disturbance. If Black Prong reasonably determines that the noise level is excessive, upon request by Black Prong, Client will immediately reduce the volume. Conduct deemed disorderly and/or noise levels deemed excessive, at the sole discretion of Black Prong, is grounds for immediate expulsion from the Event Space and the conclusion of the License. In such event, Client will not be entitled to a refund of any Fees or deposits. Fires must be in designated areas only. All motorized vehicles must be operated safely, responsibly and in accordance with applicable laws by licensed drivers only.

Client will not bring, or permit any of Client’s Service Providers, or any invitee of the Event to bring prohibited items onto the Property. Prohibited Items include: Illegal drugs / drug paraphernalia; Weapons, including firearms, bats, kitchen knives OR anything that can be considered a weapon; Explosives, incendiary devices, or other legally prohibited items; Fireworks of any kind or size, excluding sparklers, without prior written approval; Beer kegs / Hard Liquor / Unreasonable amounts of alcohol (as determined in Black Prong’s discretion) except as specifically provided by Black Prong under the terms of this Agreement; Unlicensed or un-approved vending; and Pets or other animals other than licensed service animals without prior written approval. Black Prong reserves the right to prohibit any additional items, at Black Prong’s discretion.

Client, Client’s Service Providers (if any), and all other invitees of the Event must follow the rules and regulations outlined in this Agreement, posted on the Property, and communicated to Client, at all times while on the Property. Black Prong reserves the right to impose additional rules and requirements on the Event, as necessary, to protect the safety of guests and staff, as determined in Black Prong’s sole discretion, and to take necessary steps to ensure guest and staff safety including, but not limited to limiting the number of attendees permitted at an Event, requiring invitees of the Event to wear masks and any other rules and regulations Black Prong regards as necessary to prevent the spread of Coronavirus, and similar illnesses. Any guests on the Property who for any reason fail to follow these rules and regulations will not be permitted to stay on the Property. Black Prong reserves the right to cancel any Event, with or without notice, that Black Prong, in its sole discretion, deems a threat to guest or staff safety.

Client agrees to comply and ensure Client’s Service Providers comply with all applicable laws and obtain any and all required permits and licenses necessary to use the Event Space. Client will not, and will not permit Client’s Service Providers to, use the Event Space in any manner that would violate local, state, or federal laws or regulations related to Client’s use of the Event Space. Client will not cause or permit any hazardous materials (substances included within the definitions of “hazardous substances,” “hazardous materials,” “toxic substances,” or “solid waste” in any applicable state or federal environmental law) to be used, stored, or generated on, or transported to the Event Space. To the extent any transport, delivery, storage, use, generation or storage of hazardous material such as petroleum or other fuels, is required in connection with the Event, it must be performed by licensed professionals in compliance with all applicable laws and regulations.

Cancellation at any time by Client will result in the forfeiture of the Booking Deposit. If Client cancels the Event within thirty (30) days of the Event Date, Black Prong will also be entitled to retain all Fees. Black Prong has the right to cancel and revoke the License at any time prior to the Event Date provided Black Prong provides written notice to Client. Black prong’s right to cancel and revoke the License is limited to the following events: (a) nonpayment of Fees by the applicable due dates; (b) breach of this Agreement by Client; or (c) the Event is of a nature that Black Prong finds subjectively inappropriate. If Black Prong cancels and revokes the License due to the inappropriate nature of the Event, Black Prong will refund the Booking and Security Deposits and such amount of the Event Fees as has been paid to Black Prong. In all other events, Black Prong will retain all amounts paid to Black Prong (including but not limited to the Booking and Security Deposits) as liquidated damages and not as a penalty.

 Client and Client’s Service Providers must each provide Black Prong, no later than thirty (30) days prior to the Event Date, with a certificate of insurance evidencing event liability insurance that provides bodily injury and property damage insurance coverage for all bodily injury, property damage, personal injury, and other claims, losses, or damages arising out of or in connection with, in whole or in part, the use or occupancy of the Event Space, the Common Areas, sidewalks, and other appurtenances to the Event Space, by Client, Client’s Service Providers (if any), or any other employee, agent, representative, or invitee of the Event. The insurance is required to provide a single limit for liability of not less than $1 Million and a general aggregate liability limit of not less than $2 Million. Black Prong Equestrian Village LLC must be named as an additional insured, coverage must be primary and non-contributory to any other insurance that may be available to Black Prong and must provide a waiver of subrogation in favor of Black Prong.

Client agrees to indemnify, defend, and hold harmless Black Prong, its members, managers, officers, employees, and agents, from any and all damages, liabilities, actions, suits, claims, costs (including reasonable attorneys’ fees), penalties, or expenses arising out of or in connection with, in whole or in part, directly or indirectly: (a) the occupancy or use of the Event Space, the Common Areas, sidewalks, and other appurtenances to the Event Space, by Client, Client’s Service Providers (if any), or any other invitee of the Event; or (b) any acts, errors, or omissions on the part of Client, its members, managers, officers, directors, employees, or agents, including, without limitation, or any of Client’s Service Providers or any other invitee of the Event. This Section 13 survives termination of this Agreement.

Black Prong is not liable for any special, consequential, indirect or punitive damages arising in connection with this Agreement. Black Prong’s total aggregated liability arising under this Agreement shall not exceed the Fees under this Agreement. Black Prong is not responsible for lost, stolen or damaged personal belongings brought onto the Property by Client, Client’s Service Providers (if any), or any other invitee of the Event.

WARNING: Under Florida law, an equine activity sponsor, equine professional, or any other person or legal entity is not liable for an injury to, or the death of, a participant in equine activities resulting from the inherent risks of equine activities. 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 an agritourism location, like Black Prong Equestrian Village, 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.

 This Agreement, any and all pricing and discounts contained herein, and any related proposals or correspondence between Client and Black Prong are considered confidential information. Client agrees to hold such information in strict confidence and not to disclose it to any third parties. Client may disclose only such information necessary to fulfill Client’s obligations under this Agreement. Client agrees to take all reasonable measures to protect the confidentiality of and avoid disclosure or use of such confidential information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have any such information. This Section 11 survives termination of this Agreement.

In the event Black Prong is unable to make the Event Space available to Client on the Event Date for the purpose set forth in this Agreement, due to reasons beyond its control to include, but not be limited to any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, epidemic, pandemic, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, Client shall have the option of choosing an alternate date to hold the Event (the “Alternate Event Date”), at no extra charge to Client. If Client chooses an Alternate Event Date that is reasonably acceptable to Black Prong, then the Alternate Event Date will replace the Event Date for the purposes of this Agreement, and all rights and obligations under this Agreement will remain binding on the Parties hereto. If: (a) Client does not elect to choose an Alternate Event Date; or (b) Black Prong and Client cannot agree on an Alternate Event Date within thirty (30) days of the original Event Date, this Agreement will terminate and Black Prong will refund the Booking and Security Deposits and any portion of the Fees received by Black Prong from Client hereunder, less any nonrefundable payments made by Black Prong to engage services or purchase goods on behalf of Client for the Event. In neither instance will Black Prong be liable for any additional costs, expenses, or damages suffered by Client (over and above the Fees) arising out of the rescheduling or cancellation of the Event pursuant to this Section 15.

For the safety of all involved, should there occur watches, warnings or other threats of hazardous weather such as severe thunderstorms, lightning, hurricanes or tornados, Black Prong (itself or through or on behalf of local municipal police, fire, rescue or other authority on site) reserves the right to mandate taking shelter, stopping alcoholic beverage dispensation and other measures that Black Prong shall reasonably require. In the event hazardous weather requires the evacuation of the Event Space for the safety of the patrons, the Event will be postponed or terminated, and guests will be moved to shelter in their vehicles or other available structures.

 Any notice, authorization, or other communication required or otherwise given pursuant to this Agreement will be provided in writing and deemed sufficiently given: (a) when delivered by hand (with written confirmation of receipt); (b) three (3) days after the date mailed, if sent by registered or certified mail, return receipt requested, postage prepaid; (c) when received by the addressee, if sent by a nationally recognized overnight courier (receipt requested); or (d) on the date sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after the normal business hours of the recipient. All notices and other communications will be sent to the respective parties at the addresses provided in this Agreement.

This Agreement may not be assigned by Client without the prior written consent of Licensor.

This Agreement will be construed in accordance with, and governed in all respects by, the laws of the State of Florida, without regard to conflicts of laws principles. The exclusive venue for any legal proceeding arising from this Agreement shall be Levy County, Florida. The party substantially prevailing on the merits of any such legal proceeding will be entitled to recover its reasonable attorneys’ fees and other expenses of litigation from the non-prevailing party.

This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

 If any one or more parts of this Agreement is held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

The headings for each section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.

This Agreement constitutes the entire agreement between Black Prong and Client and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings, or other agreements, whether oral or written, relating to the subject matter of this Agreement