VENDOR TERMS & CONDITIONS

Business: Makers Arcade

events@makersarcade.com

These terms are to be agreed upon between Makers Arcade (the "Business") and the Vendor.

This contract is an agreement of terms between the market coordinator (San Diego Made LLC DBA Makers Arcade) and the event venue with the market vendor.

Terms

Introduction to Contract

By completing this application, you individually and/or on behalf of your Company, agree to these terms and conditions as this agreement pertains to participation in the Event, as defined above, hosted by San Diego Made LLC DBA Makers Arcade (“Makers Arcade”) during the Dates and Location specified above.

Release of Liability

You hereby release San Diego Made, its officers, directors, employees, agents, landowners, or representatives from any and all liability, claims, or demands for personal injury, sickness, or death, as well as property and expenses, of any nature whatsoever which may be incurred regarding participation in any and all activities related to the Event, including transportation. You further hereby agree to hold harmless and indemnify San Diego Made, its officers, directors, employees, agents, land-owners, or representatives for any liability sustained by said acts, including expenses incurred attendant thereto.

Insurance

You understand that San Diego Made may elect to have general liability insurance coverage. Any coverage so provided will be governed by the policy language. Except to the extent that it may provide such insurance, San Diego Made does not carry or maintain any health, medical, disability, damage, or other liability insurance coverage for the benefit of its vendors, and expressly disclaims any responsibility or obligation to do so. San Diego Made requires, and requests in advance that I provide San Diego Made a certificate(s) of insurance, executed by a duly authorized representative of each insurer, showing compliance with the insurance requirements set forth below:

Commercial General Liability (“CGL”) with a limit of not less than $1 million for each occurrence and $2 million aggregate. San Diego Made shall be included as an additional insured under the CGL policy. Individual’s/Company's insurance shall be primary;

Where applicable: Workers Compensation Insurance as required by state law, which will not be less than 1) $1 million – each accident, 2) $1 million - disease policy limit, and 3) $1 million – disease, each employee;

Where applicable: Commercial Automobile Liability Insurance with a minimum limit of not less than $1 million for each occurrence and shall include coverage for owned, as well as non-owned and hired, automobile coverage (where applicable).

You, by digitally signing that you acknowledge this Agreement, expressly represent that it has insurance policies similar to those described above where applicable. If you do not carry insurance, you expressly and unequivocally waive all rights against Makers Arcade and its agents, officers, directors, and employees for recovery of damages to the extent these damages would be covered by CGL, workers compensation, employee liability insurance, or commercial automobile liability insurance. You have read and understand this release of liability and voluntarily agree to be bound by its terms.

Indemnification and Seller's Permit Requirement

The vendor agrees to obtain maintain and submit the Vendor’s current and valid seller's permit, as required by the California Department of Tax and Fee Administration (CDTFA). Additionally, if Vendor is required by law to hold any additional permits, issued by the California Department of Public Health (CDPH) or otherwise, such permits must also be submitted with Vendor’s application. Possession of legally required and valid permitting by the Vendor is required for participation in the Event. The Vendor further agrees that any information provided regarding the seller's permit or any other required permit shall be true and accurate. Should the Vendor fail to possess, obtain, or maintain the necessary permitting as contemplated herein, or provide false or misleading information regarding said permitting, the Vendor shall be prohibited from participation and understands and expressly agrees to be liable to Makers Arcade for any fines, penalties, or legal expenses incurred by Makers Arcade as a result of Vendor’s failure to maintain such permitting. In such cases, the Vendor agrees to indemnify and hold harmless Makers Arcade from any claims, penalties, fines, damages, losses, or expenses, including but not limited to attorney fees, CDTFA penalties, and/or CDPH penalties arising from the Vendor's failure to comply with the permitting requirement. Additionally, the Vendor agrees that in the event Makers Arcade incurs a fine or penalty due to the Vendor's non-compliance, Makers Arcade shall be entitled to recover from the Vendor an amount equal to twice the fine or penalty imposed. The parties acknowledge and agree that Makers Arcade's actual damages in the event of such a breach by Vendor of this provision would be extremely difficult or impractical to determine and that this liquidated damages amount represents the parties' reasonable estimate of compensation for the loss Makers Arcade would suffer from such breach. The liquidated damages amount shall be Makers Arcade's sole and exclusive remedy for Vendor's failure to maintain legally required permits. This liquidated damages provision is enforceable under California Civil Code Section 1671 and shall be governed by California law.

Late Payment and Fees

Vendor agrees that all payments, including booth fees and any additional charges, are due by the specified due date. Failure to make payment on time without prior communication requesting an extension and approval by Makers Arcade may result in the imposition of a late fee. Makers Arcade reserves the right to charge a late fee of $35.00 for any payments not received within 3 days after the due date. Continued failure to remit payment, or to communicate the need for an extension, may result in the cancellation of the Vendor's participation in the Event, and forfeiture of any fees paid to date.

Assumption of Risk

You understand that participation with Makers Arcade and/or any project, activity, or event sponsored, managed, arranged, or promoted by, or otherwise affiliated or associated with Makers Arcade may include activities that may be hazardous to Yourself/Your Company/Your employees. You further recognize and understand that such participation may involve certain inherently dangerous activities. You hereby expressly and specifically assume the risk of injury or harm in the activities and release Makers Arcade from all liability for injury, illness, death, and/or property damage that may result, with the exception of any injury or harm resulting from Makers Arcade’s gross negligence.

Representations

You represent that any statements made by Yourself, Your Company, and/or Staff and/or Agents during participation in the Event are true, to the best of your knowledge, and that neither your statements nor participation in the Event will violate or infringe upon the rights of any third party.

Media Release

You give permission for Makers Arcade to photograph or film during the event which may include your staff and/or agents being photographed, or recorded (on film or otherwise) unless otherwise requested in writing. Makers Arcade may use such photos and/or videos to promote Makers Arcade. You hereby voluntarily release and hold harmless Makers Arcade, its directors, employees, landowners, and agents acting officially or otherwise, from all manner of suits, actions, claims, demands, and liabilities that may arise from such use of photos and videos. This release applies to any and all media known, and hereafter devised, in perpetuity throughout the universe. You understand that all media taken by Makers Arcade remains the property of Makers Arcade, and you may not receive any compensation for recording and/or using such photos and videos. You understand that this agreement constitutes a full and complete waiver of all possible claims of any nature whatsoever, including claims of negligence, personal injury, or property loss, or damage, arising out of the use of the photos or videos to promote Makers Arcade and our events.

Rain or Shine

Vendor acknowledges that the Event may be held regardless of the weather.

In the event of cancellation due to weather conditions, including but not limited to rain or other adverse weather, no booth fees will be refunded.

However, booth fees paid may rollover to the rescheduled event date, if applicable, or shall be credited towards participation in a future event hosted by Makers Arcade within 12 months of the originally scheduled event.

Miscellaneous

You expressly understand and agree that this Agreement is intended to be as broad and inclusive as permitted by law, and that this Agreement shall be governed by and interpreted in accordance with the laws of the State of California. You agree that in the event that any clause or provision of this Agreement shall be held to be invalid by any court of competent jurisdiction, the invalidity of such clause or provision shall not otherwise affect the remaining provisions of this Agreement. Similarly, if Makers Arcade fails to enforce any provision of this Agreement, such waiver does not extend to any other provisions, which shall remain intact and binding despite any waiver.

Cancellation Policy

a. If cancellation by the Vendor occurs more than 30 days prior to the event, the Vendor shall be entitled to receive a refund equal to 50% of the booth payment. If only half of the booth payment has been made at the time of cancellation, no refund shall be issued.

b. If Vendor cancellation occurs within 30 days of the event, no refund shall be issued.

c. Full refunds may be granted to the Vendor in emergency situations upon submission of documented proof. Such refunds will be issued at the discretion of Makers Arcade.

Food Vendor Permit Requirements

A Temporary Food Facility (TFF) permit is required for anyone who sells or provides food or beverages - prepackaged or prepared on or off-site - at a temporary event. If you do not have a TFF Yearly Permit or Cottage license you will need to apply for a temporary food permit for our event. The application and more information can be found here. If you have questions please email us at markets@sandiegomade.org or reach out to the County of San Diego Department of Environmental Health and Quality.

If you have any questions regarding these Terms & Agreements, please contact us at events@makersarcade.com.