BITES FOOD FESTIVAL VENDOR PARTICIPATION FORM

Date: Saturday, June 7th

Location: 1730 E. Division St, Arlington, TX 76011

Time: 4pm-10pm

Terms and Conditions

Contract for Space

To contract for a booth at the festival, Vendor (as indicated on the Contract) must complete the Bites Food Festival Vendor Participation Form (“Contract”) by an authorized representative. Upon receipt of the Contract by the Organizer, the Organizer shall assign booth space at its discretion at the event to the Vendor. The Organizer (as indicated on the Contract) reserves the right, in its sole and absolute discretion to determine the eligibility of vendors and exhibits for the festival, to limit, reject, or prohibit exhibits or vendors that the Organizer considers objectionable, and to re-arrange the floor plan and/or relocate exhibits and/or vendors prior to the show when such changes are deemed by the Organizer to be in the best interest of the show. Vendor’s booth must be paid in full no later than four weeks prior to the show, for Vendor to be listed in the festival program guide or the festival website.

Use of Space

Vendor warrants and represents that Vendor shall exclusively use the booth space during the festival for the sole purpose of selling, displaying, advertising, marketing or distributing only the products and services specifically listed by Vendor on the Contract. Vendor shall not distribute or otherwise use, advertise, market or otherwise display materials provided by Vendor’s advertisers, media partners, affiliates, or other third parties that may be directly or indirectly affiliated with or in any way related to Vendor. Vendor shall not assign, sublet, lease, license or otherwise share or re-allocate booth space. Booths and/or display structures must be in strict compliance with the specific dimensions and restrictions provided to Vendor in the exhibitor manual. Equipment, displays and structures shall not extend into the aisles, obstruct pedestrian traffic or visibility of adjacent booths. Display material exposing an unfinished surface to a neighboring booth is not permitted and must be finished or draped at Vendor’s expense. The Organizer, in its sole and absolute discretion reserves the right to restrict or prohibit exhibits which are objectionable due to actual or perceived conflicts of exclusivity contracts, noise, methods or nature of operation, materials or for any reason(s) related to persons, things, conduct, or printed matter. The Organizer may also restrict or prohibit with or without cause, any exhibit, person, or booth space in its entirety, or partially, that may alter or detract from the general character of the show as a whole. In the event of any such objection, restriction or prohibition, or eviction, the Organizer shall not be liable to or responsible for any losses, damages or expenses directly or indirectly incurred by Vendor. Vendor is prohibited from playing any music, sound system, instrument or any noise producing device including the use of speakers. Singers and/or other performances are only permitted on the show management stage (if applicable).

Vendor’s Responsibilities

Vendor shall comply with each and every term of this Contract and Vendor manual, as well as applicable rules, regulations, guidelines, by-laws, ordinances, or regulations of any town, city, state, administrative, regulatory or governing body. Vendor acknowledges that the Organizer shall make the final decision with regard to the implementation and/or enforcement of any contract term, or applicable rule or regulation. Vendor is responsible for payment for labor, equipment, and services (other than general heat, lighting and air conditioning) ordered at the request of Vendor from service contractors including but not limited to electricians, decorators, shippers, material handling companies, compressed air/gas suppliers, telephone companies, internet companies, hotels, and cleaning services. Vendor specifically agrees to observe all union contracts and labor relations agreements between the venue, the Organizer and the contractors servicing the facility and companies operating in the facility in which the show is taking place. Vendor shall at all times observe the labor laws and rules and regulations of the jurisdiction in which the show is located. Vendor agrees to obtain at its sole expense any licenses or permits from governmental bodies which may be required for the operation of Vendor’s trade or business during the show, and Vendor agrees to pay all taxes or fines that may be levied or due as the result of the Vendor’s booth at the show. All electrical wiring in or on booths and equipment must conform to federal, state, municipal, and any other applicable codes or laws. All hazardous items must be properly safeguarded, protected, registered, and/or avoided in accordance with applicable federal, state and municipal regulations. Only contractors approved by the Organizer will be permitted to work in the festival. In the event that Vendor does not show up for the festival “no show”, Vendor is not entitled to a refund.

Limit of Liability

Vendor agrees to pay promptly for any and all damage to the venue building or its equipment, incurred through carelessness or otherwise, caused by the Vendor, his/her/its employees, agents, contractors, and representatives. Vendor acknowledges that the Organizer does not maintain insurance covering damage, destruction or loss of Vendor’s property, and the Organizer assumes no responsibility for loss or damage to the Vendor’s property. Vendor shall obtain and maintain at its own expense, during the period commencing on the first move-in date and terminating on the last move-out date, a policy of insurance acceptable to the Organizer. The policy of insurance shall name the Organizer and the venue as additional insured and insure the Vendor against all claims of any kind arising from or in any way connected with Vendor’s presence or operations at the show. The policy shall provide coverage of at least $1,000,000 for each separate occurrence. Although commercial security may be attendant during the show, you are encouraged to secure small and valuable exhibit material each night. It is expressly understood by Vendor that neither the Organizer nor its employees, agents, or representatives shall be responsible for or otherwise liable for damage or injury to Vendor, including Vendor’s guests, invitees, employees, or agent person, business or property as a result of robbery, fire, water, accident or any other cause whatsoever. Should loss occur, Vendor is encouraged to report it immediately to attendant security. In the event the Contract or any terms of the Contract are not enforceable by a court of competent jurisdiction, Vendor hereby expressly agrees the maximum liability of the Organizer arising out of any tort, contract, legal or equitable claim or cause of action, whether cumulative or singular, joint or several, shall be limited to Vendor’s rent paid to the Organizer for the booth space.

Indemnity

Vendor will protect, indemnify, defend, save and hold harmless the Organizer and its agents, officers, directors, and employees against all claims, liabilities, losses, damages, government charges, fines and costs (including attorneys’ fees) arising out of, caused by, or related to (1) Vendor’s installation, removal, maintenance, occupancy, or use of the venue or any part thereof; (2) any act or omission to act of Vendor or its guests, invitees, employees, agents or contractors; (3) the use of any patents, trademarks, copyrights, or other intellectual property rights owned by a third party; or (4) any breach by Vendor or the Organizer of its obligations under this Contract. Vendor shall not make any claim or demand or take any legal action whatsoever against the Organizer, the festival sponsors or the venue in which the show is held for any loss, damage or injury however it is caused to the Vendor, its officers, employees, agents, contractors or their property. Vendor will protect, indemnify, defend, save the exhibit venue and the host city/county, including its divisions and its employees and agents harmless against all claims, losses, and damages to persons and property, governmental charges or fines, and attorneys’ fees arising out of or caused by Vendor’s negligence, recklessness, or intentional misconduct during the installation, removal, maintenance, occupancy or use of the venue or part thereof, excluding any such liability caused by the negligence, recklessness, or intentional misconduct of the venue and the host city/county, or its division, employees or agents.

Cancellation or Change of Festival Venue or Date(s)

If the premises in which the festival is conducted become unfit for occupancy or substantially interfered with due to any cause not within the control of the Organizer or if the Organizer deems it to be in the best interest of the festival, the festival at the sole discretion of the Organizer may be cancelled, relocated or delayed. Vendor understands and acknowledges that the Organizer shall not be responsible for delays, damage, loss, increased costs, or other unfavorable conditions arising out of causes not reasonably within the control of the Organizer including without limitation, fire, casualty, flood, epidemic, pandemic, earthquake, explosion, accident, blockage, embargo, inclement weather, government restraints, act of public enemy or civil disturbance, impairment, or lack of adequate transportation, inability to secure sufficient labor, technical or other personnel, municipal, state, or federal laws, or acts of God. Should the Organizer cancel, relocate, and/or delay the festival pursuant to any of the foregoing, Vendor hereby waives any and all claims for injury, loss or damage arising there from, and agrees that Vendor is not entitled to a refund. Organizer will issue an internal credit that Vendor can use for any future show and said credit will never expire. Organizer will endeavor to reschedule the show.

General

The Contract together with the Vendor manual and these Terms and Conditions constitute the entire agreement between Vendor and the Organizer, and such agreement may not be modified except in writing signed by Vendor and Organizer. If any provision is invalid or unenforceable under applicable law, it is to that extent deemed omitted and the remaining provisions will continue in full force and effect. The parties to the Contract agree that the laws of the State of Texas shall govern the Contract. Any dispute arising out of the Contract may be brought by the Organizer in the courts of the State of Texas, County of Tarrant, and Vendor hereby irrevocably and unconditionally consents and submits, for itself and its property, to the exclusive jurisdiction in such courts for resolving such dispute and waives any objection to venue laid therein. Vendor agrees that the service of process in any such suit, action or proceeding may be affected by mailing a summons and complaint to the address listed on the Contract by registered mail, return receipt requested, or in any other manner permitted by applicable law.

Miscellaneous

Vendor authorizes Organizer to use Vendor’s profile, pictures, website content or any publicly available information about Vendor on Organizer’s or Organizer’s affiliates website or advertisements.