AniFest Anime Festival Vendor Agreement
VENDOR EVENT AGREEMENTRECITALS
THIS VENDOR EVENT AGREEMENT (the "Agreement") is made and entered into by and between (hereinafter known as "Vendor"), and JCEG, INC dba AniFest (”AniFest”), on the other.
AniFest is the organizer of AniFest Anime Festival (“the Events”) to be held at the Torrance Cultural Arts Center in Torrance, California, United States. Vendor is engaged in the business of selling merchandise, retail items, virtual goods, preparing and/or selling food, beverages, services, and/or other products for the Events. AniFest provides booth space at the Events (the “Leased Premises”) to Vendor, and Vendor desires to lease the Leased Premieres from AniFest in accordance with the terms and conditions herein set forth.
THEREFORE, in consideration of the mutual promises herein, contained and other good and valuable consideration, it is agreed:
TERMS AND CONDITIONS 1.1 Terms. Vendor must submit an application for participation, be accepted by AniFest, and submit payment to AniFest before he/she/it is assigned Lease Premises. Vendor must sign and return this Agreement, without revisions, additions, redactions, or any changes, to AniFest as part of his/her/its application for participation. Vendors' participation and assignment of Leased Premises commences and concludes on an Event by Event basis. AniFest reserves the right to decline event participation to Vendor upon application on an Event by Event basis. If Vendor is accepted for participation in the Events, then Vendor acknowledges and agrees to all terms in this Agreement for any and all Events that Vendor participates in and is assigned to it’s Leased Premises. 1.2 Payment to Event Organizer. Upon acceptance of participation in the Events and execution of this Agreement by the Parties, Vendor shall issue full payment for the event fees for the Leased Premises via credit card payment, mobile bank transfer, money order, and/or check as a condition of Vendor's registration for and participation in the Events. ARTICLE II INSURANCE AND INDEMNIFICATION 2.1 Insurance. Without limiting Vendor's indemnification obligations, Vendor shall procure and maintain, at its sole cost and for the duration of this Agreement, insurance coverage as provided below, against all claims for injuries against persons or damages to property which may arise from or in connection with the business activities hereunder engaged in by Vendor, its agents, representatives, employees, contractors, and/or subcontractors. 2.1.1 Insurance Coverage Required. The policies and amounts of insurance required hereunder shall be as follows: (a) General Liability (including premises and operations, contractual liability, personal injury, independent contractors liability): One Million Dollars ($1,000,000.00), single limit, per occurrence. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate shall apply separately to this project, or the general aggregate limit shall be three times the occurrence limit. (b) Workers’ Compensation and Employer's Liability: Workers’ Compensation insurance (if Vendor is required to have) in an amount required by the laws of the State of California and Employer's Liability Insurance for injuries incurred because of the business activities engaged in by Vendor under this Agreement. (c) Other Insurance: Such other policies of insurance as required by the laws of the State of California. 2.1.2 General Requirements. Vendor's insurance: (a) Shall be issued by an insurance company which is an admitted carrier in the State of California and maintains a Secure Best's Ratings of "A" or higher; unless otherwise approved by AniFest; (b) General Liability and Employer's Liability shall name JCEG, Inc. dba AniFest, and its officers, officials, employees, agents, representatives and volunteers (collectively hereinafter "AniFest") as an additional insured and contain no special limitations on the scope of protection afforded to AniFest. All insurance provided hereunder shall include the appropriate endorsements. (c) Shall be "occurrence" rather than "claims made" insurance; (d) Shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability; (e) Shall be endorsed to state that the insurer shall waive all rights of subrogation against AniFest; (f) Shall be written by good and solvent insurer(s) admitted to do business in the State of California; and (g) Shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits, non-renewed, or materially changed for any reason, without thirty (30) days prior written notice thereof given by the insurer to AniFest by U.S. mail, or by personal delivery, except for nonpayment of premiums, in which case ten (10) days prior notice shall be provided. 2.1.3 Deductibles. Any deductibles or self-insured retention must be declared to and approved by AniFest prior to the execution of this Agreement by AniFest. 2.1.4 Evidence of Coverage. Vendor shall furnish AniFest with certificates of insurance demonstrating the coverage required by this Agreement and with the certificates naming AniFest as an additional insured, which shall be received by AniFest not less than five (5) working days before the lease commences. 2.1.5 Workers’ Compensation Insurance. If Vendor is required to provide Workers' Compensation Insurance, Vendor shall file with AniFest the following signed certification: "I am aware of, and will comply with, Divisions 4 and 5 of the California Labor Code by securing, paying for, and maintaining in full force and effect for the duration of the contract, complete Workers' Compensation Insurance." In the event Vendor has no employees requiring Vendor to provide Workers' Compensation Insurance, Vendor shall certify to AniFest in writing prior to AniFest's execution of this Agreement. AniFest shall not be responsible for any claims in law or equity occasioned by failure of the Vendor to comply with this section or with the provisions of law relating to Workers' Compensation. 2.2 Indemnification of AniFest. Vendor shall indemnify, defend, and hold AniFest harmless from and against any and all actions, suits, claims, demands, judgments, attorney's fees, costs, damages to persons or property, losses, penalties, obligations, expenses or liabilities (herein "claims" or "liabilities") that may be asserted or claimed by any person or entity arising out of the willful or negligent acts, errors or omissions of Vendor, its employees, agents, representatives, contractors or subcontractors in the business activities hereunder engaged in by Vendor, whether or not there is concurrent active or passive negligence on the part of AniFest. Vendor indemnifies AniFest against any COVID-19/communicable disease issues and equipment losses. In connection therewith: 2.2.1 Vendor shall defend any action or actions filed in connection with any such claims or liabilities, and shall pay all costs and expenses, including attorney's fees incurred in connection therewith. 2.2.2 Vendor shall promptly pay any judgment rendered against AniFest for any such claims or liabilities. 2.2.3 In the event AniFest is made a party to any action or proceeding filed or prosecuted for any such damages or other claims arising out of or in connection with Vendor's negligent conduct in business activities hereunder, Vendor shall pay to AniFest any and all costs and expenses incurred by AniFest in such action or proceeding, together with reasonable attorney's fees and expert witness fees. ARTICLE III LEGAL RELATIONS AND RESPONSIBILITIES 3.1 Vendor's Compliance with Laws, Rules and Regulations. A. Vendor shall keep itself fully informed of all existing and future state and federal laws and all county and city ordinances and regulations which in any manner affect the business activities engaged in by Vendor pursuant to this Agreement (collectively hereinafter "Laws").Vendor shall at all times observe and comply with all such Laws, and shall be responsible for the compliance of all business activities conducted by or on behalf of Vendor. B. Vendor shall at all times observe and comply with all AniFest rules and regulations (collectively hereinafter "Rules and Regulations") set forth in this Agreement and in the "AniFest Vendor Instructions Manual" which is attached hereto as " "Exhibit 1"" and incorporated by reference. 3.2 Taxes, Fees and Assessments. Vendor shall have the sole obligation to pay any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed bylaw and arise from or are necessary for Vendor's business activities under this Agreement, and shall indemnify, defend, and hold harmless AniFest against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against AniFest thereunder. 3.3 Covenant Against Discrimination. Vendor covenants for itself, its heirs, executors, assigns, and all persons claiming under or through it, that there shall be no discrimination against any person on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the performance of this Agreement. Vendor further covenants and agrees to comply with the terms of the Americans with Disabilities Act of 1990 (42 U.S.C.12101 et seq.) as the same may be amended from time to time. 3.4 No Partnership. AniFest is a separate entity from Vendor. AniFest does not by this Agreement, in any way or for any purpose, become a partner of Vendor in its business or otherwise, or a joint venturer, or a member of any joint enterprise with Vendor. Vendor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of AniFest. 3.5 Use of Patented Materials. Vendor shall assume all costs arising from the use of patented or copyrighted materials, including but not limited to equipment, devices, process, and software programs, used or incorporated in the business activities engaged in by Vendor under this Agreement. Vendor shall indemnify, defend, and hold AniFest harmless from any and all suits, actions or proceedings of every nature for or on account of the use of any patented or copyrighted materials. 3.6 Maintenance. Vendor shall be responsible for any damage to the Leased Premises and/or venue property caused by Vendor's activities, including but not limited to any damage to the canopies, tables and chairs, kitchen equipment, power strips, and/or other equipment provided by AniFest. 3.7 Cancellation & Force Majeure. To the extent that AniFest is prevented from complying with the terms of this Agreement by reason of unforeseeable causes beyond the control and without the fault or negligence of AniFest, including but not restricted to acts of nature or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any government agency, AniFest shall have the right to cancel the Events. In addition, should there be insufficient participation by individual vendors and/or lack of interest by the general public, AniFest shall have the right to cancel the Events. Upon such cancellation, AniFest shall refund any unearned Vendor fees, less administrative costs, paid by Vendor to AniFest for said Events. 3.8 Non-liability of AniFest Officers and Employees. No officer, official, employee, agent, representative, or volunteer of AniFest shall be personally liable to Vendor, or any successor in interest, in the event of any default or breach by AniFest, or for any amount which may become due to Vendor or its successor, or for breach of any obligation of the terms of this Agreement. ARTICLE IV RIGHT TO TERMINATION OF VENDOR PARTICIPATION FOR DEFAULT 4.1 Default by Vendor. Vendor acknowledges that an "Act of Default" by Vendor and a material breach of this Agreement includes, but is not limited to, the following specific conduct: (a) If Vendor fails to comply with all applicable Laws, (b) If Vendor fails to comply with all Rules and Regulations attached hereto as " "Exhibit 1"," (c) If Vendor fails to comply with the safety directions/instructions of the employees, organizers, personnel, security officers, and staff of the AniFest and personnel of the Event Venue and/or Premises, (d) If Vendor moves its assigned booth without authorization by the AniFest, (e) If Vendor drives any vehicles through the event premises with pedestrians still present, (f) If Vendor moves any traffic obstacles,(g) If Vendor ignores and disregards any traffic signs at the Venue of Event, (h) If Vendor illegally sets up a booth and occupies additional space next to Vendor's assigned booth without authorization, (i) If Vendor causes any damage to AniFest event equipment or property, the Leased Premises, or the Venue of Event, (j) If Vendor fails to present adequate insurance information and certifications, (k) If Vendor disregards any safety guidelines, (1) If Vendor violates and/or fails health inspection, (m) If Vendor verbally mistreats, belittles, harasses, or yells at other vendors, staff, customers, managers, officials and/or organizers, and (n) If Vendor is affiliated with a business that is a conflict of interest. 4.2 AniFest's Remedies. Upon occurrence of an Act of Default hereunder, AniFest, at any time thereafter, and without waiving any other rights hereunder or available to AniFest at law or in equity, shall have the option, in its discretion, to immediately terminate Vendor's participation in the Events. ARTICLE V ARBITRATION AGREEMENT 5.1 ENFORCEMENT OF THE AGREEMENT BY ARBITRATION. ALL CLAIMS AND DISPUTES ARISING UNDER OR RELATING TO THIS AGREEMENT AND PARTICIPATION IN THE EVENTS ARE TO BE SETTLED BY BINDING ARBITRATION IN THE STATE OF CALIFORNIA. THE ARBITRATION SHALL BE CONDUCTED ON A CONFIDENTIAL BASIS PURSUANT TO THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. ANY DECISION OR AWARD AS A RESULT OF ANY SUCH ARBITRATION PROCEEDING SHALL BE IN WRITING AND SHALL PROVIDE AN EXPLANATION FOR ALL CONCLUSIONS OF LAW AND FACT. ANY SUCH ARBITRATION SHALL BE CONDUCTED BY AN ARBITRATOR EXPERIENCED IN THE APPLICABLE AREA O LAW AND SHALL INCLUDE A WRITTEN RECORD OF THE ARBITRATION HEARING.AN AWARD OF ARBITRATION MAY BE CONFIRMED IN A COURT OF COMPETENT JURISDICTION. THE SETTLING PARTIES SHALL BEAR THEIR OWN FEES ANDCOSTS, INCLUDING ATTORNEY'S FEES, INCURRED IN CONNECTION WITH SEEKING TO ENFORCE THE AGREEMENT PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 664.6. 5.2 Waiver. No delay or omission in the exercise of any right or remedy by a non defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing. 5.3 Rights and Remedies are Cumulative. The rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. ARTICLE VI OTHER PROVISIONS 6.1 Governing Law. This Agreement shall be governed by, and interpreted and construed in accordance with, the laws of the State of California. 6.2 Construction and Amendment. The terms of this Agreement, including "Exhibit 1", shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. The headings of sections and paragraphs of this Agreement are for convenience or reference only, and shall not be construed to limit or extend the meaning of the terms, covenants and conditions of this Agreement. This Agreement may only be amended by the mutual consent of the parties by an instrument in writing. 6.3 Severability of Agreement. If any provision of this Agreement is determined, by a court of competent jurisdiction, to be illegal or unenforceable, said provision shall be deemed to be severed and deleted, and neither such provision nor its severance or deletion, shall affect the validity of the remaining provisions of this Agreement. 6.4 Authority. The person(s) executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. 7. Non-disparagement. Vendor agrees that it will not disparage AniFest or it's activities, services, agents, representatives,. directors, officers, employees, affiliates, successors or assigns, or any person acting by, through, under, or in concert with any of them, with any written or oral statement, including comments or posts to social media, websites, or blog. Nothing in this paragraph shall prohibit vendor from providing truthful information in response to a subpoena or other legal process.
Exhibit 1:Vendor shall not sub-license, sublease, sublet, or otherwise permit any person to occupy the Vendor Leased space, table, or booth, or any part thereof, or use the booth for the exhibition of anything that is not specified in this agreement. Vendor shall not resell, or transfer the space. Vendor shall not share the space with multiple parties. AniFest reserves the right to rule in it’s sole discretion, and all instances shall be final regarding the use of any exhibit space.Licensed merchandise: Exhibit/Artist/Vendor represents, warrants, and agrees that all merchandise displayed and/or for sale are officially licensed merchandise with permission by the original copyright and/or trademark holder. Grey market goods: AniFest does not allow Vendor to display, sell, or otherwise possess any gray market goods at the Leased premise. Sale of any bootleg or otherwise unlicensed merchandise is subject to a cease and desist, and AniFest will require the immediate removal of the merchandise. Failure to comply with removal will lead to a suspension of activities for the Vendor and will be escorted out.
Meeting rooms shall not be used for any activities prohibited by CIty ordinance or State and Federal law.
Permission to use a meeting room should not in any way be construed as an endorsement by AniFest, the City of Torrance of the policies, beliefs, or programs of the Vendor/User.
Vendor agrees to leave the Leased Space and its furnishing in the condition in which they were found. Vendor agrees to accept liability for any damage to the facility, its furniture, or equipment caused during the occupancy of the Leased Space.
Smoking, hookah, vaping, and other inhalants are not permitted anywhere within AniFest or the City facilities.
Consuming alcoholic products is not permitted anywhere within AniFest or the City facilities.
By digitally signing this agreement, I hereby acknowledge that I have read and understand the terms for vending/exhibiting at AniFest and hereby agree to the bound by and comply with the terms of this Vendor Agreement. I further acknowledge that failure to abide by these terms for vending at AniFest may result in the loss of my Vendor privileges without recourse or refund.
Leave this empty:
Your legal name
Your email address
If you have questions about the contents of this document, you can email the document owner.
Document Name: AniFest Anime Festival Vendor Agreement
Agree & Sign