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VENDOR CONTRACT AGREEMENT

VENDOR EVENT AGREEMENT

RECITALS

THIS VENDOR EVENT AGREEMENT (the "Agreement") is made and entered into by and between the Vendor, and JCEG, INC., Japanese Cultural Exposition Group, dba AniFest (”AniFest”), on the other hand.

Japanese Cultural Exposition Group 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 Premises from AniFest in accordance with the terms and conditions herein set forth.

THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, it is agreed:

TERMS AND CONDITIONS

Terms. Vendor must submit an application for participation, be accepted by AniFest, and submit payment to AniFest before he/she/it is assigned Leased 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. Vendor's 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 its Leased Premises.
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

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 against all claims for injuries against persons or damages to property which may arise from or in connection with the business activities engaged in by Vendor, its agents, representatives, employees, contractors, and/or subcontractors.
1. Insurance Coverage Required. The policies and amounts of insurance required hereunder shall be as follows:
  - (a) General 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 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. 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 as additional insured and contain no special limitations on the scope of protection afforded to AniFest.
  - (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.
  - (g) Shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or limits, non-renewed, or materially changed for any reason, without thirty (30) days prior written notice to AniFest, except for nonpayment of premiums, in which case ten (10) days prior notice shall be provided.
3. Deductibles. Any deductibles or self-insured retention must be declared to and approved by AniFest prior to the execution of this Agreement.
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.
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.
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 engaged in by Vendor under this Agreement, 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.
1. Vendor shall:
  - (a) 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.
  - (b) Promptly pay any judgment rendered against AniFest for any such claims or liabilities.
  - (c) 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, 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

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.
- (C) Vendor must possess a valid California Reseller's Permit if selling goods.
- (D) Vendor must obtain a City of Torrance Business License if selling goods or services.
- (E) If Vendor is a food vendor, they must have a valid California City Health Permit.
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 by law 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.
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. Vendor agrees to comply with all applicable federal, state, and local laws concerning disability access.
Vendor Representation. Vendor agrees and represents that it is an independent vendor and that neither it nor its employees, agents, or representatives are agents, employees, or representatives of AniFest.
Use of Intellectual Property. Vendor assumes all responsibility and liability for any unauthorized use of copyrighted or patented materials displayed, sold, and/or otherwise distributed by Vendor. Vendor shall indemnify and hold harmless AniFest for any and all claims for infringement arising from the use of such materials.
Vendor Conduct. Vendor agrees that all merchandise shall be displayed and sold in a professional and respectful manner and shall not include any material that may be deemed to be harmful, offensive, or degrading to any person or group. Vendor agrees to maintain professional conduct in all dealings with AniFest staff, vendors, and attendees. AniFest reserves the right to remove Vendor and/or their products without refund for any behavior that it deems inappropriate, offensive, or unprofessional, including but not limited to harassment, aggressive behavior, and disregard for instructions given by AniFest staff.

ARTICLE IV: USE OF THE PREMISES

Vendor's Booth. Vendor shall not sub-license, sublet, or allow any unauthorized parties to use the Leased Premises. All merchandise must be officially licensed. AniFest strictly prohibits the sale of gray market or counterfeit goods.
Care of Leased Premises. Vendor agrees to keep the Leased Premises in a clean and orderly manner, shall not create any hazards therein, and shall leave the Leased Premises in good condition. Vendor agrees to assume financial responsibility for any damages to AniFest property, venue property, or equipment caused by Vendor.
Prohibited Items and Activities. The following items and activities are prohibited:
- Smoking, vaping, hookah, and any inhalant use.
- Alcohol consumption or possession within the Event area.
- Unauthorized sales of any unlicensed merchandise.
Non-Disparagement. Vendor agrees not to publicly disparage AniFest, its staff, or other vendors on any social media platforms, websites, or public forums, including verbal and written statements.

ARTICLE V: TERMINATION OF AGREEMENT

Vendor Default. The following acts shall constitute a default by Vendor:
- (a) Moving the assigned booth space without prior written consent from AniFest.
- (b) Failure to provide the required insurance.
- (c) Violating any provision of this Agreement, any Exhibits hereto, or any provision of law.
- (d) Any behavior deemed unprofessional by AniFest staff, including non-compliance with the Rules and Regulations.
Remedies for Default. Upon the occurrence of any default as defined herein, AniFest may terminate this Agreement and revoke Vendor’s participation without any refund.

ARTICLE VI: DISPUTE RESOLUTION

Arbitration Agreement. All disputes arising under or related to this Agreement will be settled by binding arbitration in California, in accordance with the Commercial Arbitration Rules of the American Arbitration Association.

ARTICLE VII: ADDITIONAL PROVISIONS

Governing Law. This Agreement shall be governed by the laws of the State of California.
Severability. If any part of this Agreement is held to be unenforceable, the remainder shall continue in full force and effect.

EXHIBIT 1: VENDOR INSTRUCTIONS

Licensed Merchandise Only. All products must be officially licensed and authorized for sale.
Meeting Room Usage. Vendor shall comply with all applicable city, state, and federal laws. Use of the Leased Premises does not imply AniFest or the City of Torrance endorsement.

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Signed by Japanese Cultural Exposition Group
Signed On: February 9, 2025

Timestamp

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October 31, 2024 5:30 pm PDT

VENDOR CONTRACT AGREEMENT Uploaded by Japanese Cultural Exposition Group - drew@anifest.org IP 192.168.1.3