Earthday Birthday Vendor Terms & Conditions

These Terms and Conditions ("Terms") apply to the use of booth space at Central Florida Fairgrounds on April 18, 2020 in connection with Earthday Birthday 27.

It is specifically understood and agreed by the parties hereto that the Booth Space may not be assigned or sublet by Vendor without the prior written consent of Station. Any use of the Booth Space by or for the benefit of a third party shall be deemed an assignment or subletting in violation of this Section and shall result in forfeiture by Vendor of all rights provided under these Terms and surrender by Vendor of all personal property occupying the Booth Space which shall be subject to removal therefrom at Vendor’s sole cost and expense.

In the event Vendor fails to occupy the Booth Space as provided or otherwise fails to comply with any of its obligations thereunder, Station shall have the right, without notice to said Vendor, to occupy or cause said Booth Space to be otherwise occupied as it deems appropriate. In such a situation, Vendor shall remain liable to Station for fulfillment of its obligations under these Terms, including without limitation, the payment of all sums required hereunder.

Indemnification, Insurance, Waiver & Release. VENDOR SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS STATION, CLEAR CHANNEL BROADCASTING, INC., FACILITY AND THEIR RESPECTIVE PARENTS, PARTNERS, SUBSIDIARIES, DIVISIONS AND AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS AND REPRESENTATIVES (COLLECTIVELY REFERRED TO AS “STATION PARTIES”), FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, CAUSES OF ACTION, LIABILITY, JUDGMENTS, DAMAGES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT COSTS) ASSERTED AGAINST ANY OF THE STATION PARTIES AND ARISING OUT OF OR RESULTING FROM (I) THE ACTS OR OMISSIONS OF VENDOR, ITS EMPLOYEES, AGENTS, PERFORMERS OR SUBCONTRACTORS OR (II) VENDOR ON-SITE ACTIVITIES OR PERFORMANCE, INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS FOR BODILY INJURY, DEATH OR PROPERTY DAMAGE TO INCLUDE ANY CLAIM ALLEGDLY ARISING FROM THE PROVIDING OR ALLEGED FAILURE TO PROVIDE MEDICAL CARE OR FIRST AID TREATMENT AT FACILITY EXCEPT TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OF STATION PARTIES OR (III) THE USE OF VENDOR’S PROPRIETARY MARKS BY STATION PARTIES AS APPROVED BY VENDOR.

VENDOR IS RESPONSIBLE FOR MAINTAINING ANY WORKERS’ COMPENSATION, HEALTH, ACCIDENT AND DISABILITY POLICIES OF INSURANCE AND STATION PARTIES MAKES NO REPRESENTATIONS, IMPLIED OR OTHERWISE, ABOUT SUCH COVERAGE REGARDLESS OF WHETHER ANY FIRST AID OR SIMILAR TREATMENT IS PROVIDED OR INITIATED BY STATION PARTIES AT EVENT.

VENDOR IS RESPONSIBLE FOR MAINTAINING INSURANCE ON ANY EQUIPMENT AND/OR PERSONAL PROPERTY OWNED, LEASED OR BROUGHT TO THE EVENT BY VENDOR, ITS EMPLOYEES, AGENTS, AND PERFORMERS AND HEREBY WAIVES ALL RIGHTS OF RECOVERY, CLAIM, ACTION OR CAUSE OF ACTION AGAINST THE STATION PARTIES ABOVE FOR DAMAGE TO OR LOSS OF SUCH EQUIPMENT AND/OR PERSONAL PROPERTY AND SHALL, AT ITS OWN COST AND EXPENSE, DEFEND, INDEMNIFY AND HOLD HARMLESS STATION PARTIES FROM SUCH DAMAGE OR LOSS WHETHER OR NOT THE DAMAGE OR LOSS IS ALLEGED TO HAVE ARISEN FROM THE ACTS OR OMISSIONS OF STATION PARTIES

The parties hereto understand that occupancy of rental space is of the essence of these Terms. Any cancellation by Vendor of Booth Space by the Vendor must be in writing and received by Station at least sixty (60) days prior to the first day of the Event.CANCELLATIONS BY TELEPHONE WILL NOT BE ACCEPTED AND ARE NOT EFFECTIVE. In the event of a cancellation by Vendor, Station shall make a pro rata refund of the Rental Fee to the Vendor, less any non-refundable deposit paid to Station by Vendor, if and only if, Station rents the Booth Space to another Vendor for a sum equivalent or greater than the Rental Fee. If the Vendor does not occupy the Booth Space upon the opening of the Event, and has not given Station the required written notice of cancellation, Station shall have the right to use the Booth Space in such manner it may deem in its best interest.

Vendor represents that it has full right, power and authority to execute these Terms and to perform it obligations hereunder, without the need for any further action under it s governing instruments, and that the parties executing these Terms on behalf of such party represent that they are duly authorized agents with such authority to do so.

In case of cancellation of the Event or unavailability of the Booth Space for the specified use due to war, governmental action or order, act of god, fire, strike, labor disputes, licensed cancellation, or any other causes beyond Station control, these Terms shall terminate and the Vendor shall be entitled to the return of the Rental Fee less the pro-rata share allocable to the Booth Space of the expenses incurred by Station in connection with the Event.Refund of the Rental Fee as provided in this section shall be exclusively remedy of the Vendor against Station or anybody in case the Event is cancelled or rescheduled or the Booth Space is unavailable for use. In case of damage to the exhibit through war, governmental action or order, act of god, fire, strike, labor disputes, licensed cancellation, or any other cause beyond Station control, the Vendor expressly waives liability and releases Station of and from all claims for damage.

Any matters not specifically covered herein are subject to decision by Station. Station reserves the right to make changes, amendments, and additions to the attached rules and regulations as considered advisable for the proper conduct of the exhibit with the provision that all Vendor will be advised of any such changes in writing.

In the event Vendor fails to occupy the Booth Space as provided in the Terms or otherwise fails to comply with any of its obligations thereunder, Station shall have the right, without notice to said Vendor, to occupy or cause said Booth Space to be otherwise occupied as it deems appropriate, or in the alternative, immediately remove Vendor from the Event without recourse against Station.In such a situation, Vendor shall remain liable to Station for fulfillment of its obligations under the Terms, including without limitation, the payment of all sums required thereunder. Station shall have a security interest in any and all personal property brought onto the Facility by Vendor in connection with the use of Booth Space during the Event to secure payment and performance of the Vendor’s obligations under the terms of the Terms.

The rules and regulations below hereto are incorporated herein and made a part of these Terms. By executing these Terms, Vendor acknowledges and agrees to be bound by all terms contained therein.

BOOTH SPACE RULES AND REGULATIONS

The following rules and regulations (the “Rules”) shall govern any and all use of Booth Space in connection with the Event produced by Station.Station reserves the right to revise, amend and/or supplement the Rules from time to time.Station’s application, interpretation and construction of the Rules shall be final and conclusive.Any violation of the Rules shall be grounds for dismissal and removal from the Event with no recourse against Station or the Facility.All capitalized terms not defined herein shall have the meaning assigned in the Terms attached hereto.

1.Installation and Removal of Booth Exhibits.

a.Vendor’s Booth Space is to be completely installed and dismantled in accordance with the specifications and time restrictions imposed by Station.

b.Vendor’s Booth Space is to be installed and removed at Vendor’s sole expense.

c.Vendor shall not install its Booth Space until Vendor has presented to Station a receipt evidencing full payment for reserved Booth Space.

2.Use of Booth Space.

a.Vendor’s Booth Spaces is to be used solely for the purpose set forth in the Terms.

b.Vendor’s Booth Space operations shall comply with the regulations established by the Facility.

c.All decorations used by Vendor in connection with Vendor’s Booth Spaces shall be fireproof.

d.Vendor shall not allow any nails, tacks, screws or stakes to be driven into the walls, pillars, floors, asphalt, concrete or other areas of the Booth Spaces and Facility, nor shall Vendor allow any other defacement of or damage to the Facility.

e.No promotional stickers shall be placed in Vendor’s Booth Space or anywhere on the Facility property or distributed to patrons at the Facility.

f.Vendor shall not allow any excessive noise or objectionable behavior in the operation of Vendor’s Booth Space. Musicians, entertainers, loud speakers or other noise-making devices are prohibited without express written permission is given by Station.

g.Vendor must submit a list of merchandise with complete description to Station at least two (2) weeks prior to the Event.

h.All food related vendors must coordinate efforts with the existing Facility concessionaire to obtain applicable permits.

i.Any products promoting the use of illegal drugs, including actual and perceived drug paraphernalia, are prohibited. The sale of any tobacco products must have prior approval.

j.Station shall have the right to restrict booth space operations that it deems, in its sole reasonable judgment, to be objectionable in any manner and to prohibit any space operations which may harm or detract from the general character of the Event.

k.Station shall have the right, without any liability for damages, to relocate Vendor’s Booth Space as it deems necessary to maintain order and general safety at the Event or to comply with any rules, regulations or laws of the Facility or any governmental authority.In the event that Station exercises this right and there is no other reasonable location to which Vendor may be moved, Station shall refund all monies paid by Vendor and shall have no further obligation, or liability for any losses or damages, thereto.

l.All personal property brought upon the premises of the Facility by Vendor, its agents employees or invitees, shall be at the sole risk and expense of Vendor.Station shall have no liability for any damage to, loss, theft or destruction of any signs, merchandise or other personal property brought to the Event by Vendor, its agents or employees.Furthermore, any personal property not removed from the Facility upon conclusion of the Event, as directed by Station, shall be deemed abandoned and subject to disposal or confiscation by Station.

m.Vendor understands that the sale of product is important to Station and that Station expects each Vendor to observe and comply with the following guidelines:

i.Vendor shall not run out of product during published Event hours.

ii. Station may at its sole discretion choose to extend the hours of the Event.

iii. Vendor shall be responsible for providing sufficient uniformed staffing in its Booth Space.

iv.Vendor shall service the patrons of the Event in an efficient, courteous and professional manner. Vendor agrees that it shall monitor and control the customer lines of Vendor’s Booth Space to ensure that such lines of patrons do not cut off, block or otherwise interfere with customer access to other vendors at the Event.

v.Vendor agrees that neither it, nor its employees, agents, or contractor’s shall “work the lines” in order to attract additional patrons. Serving the patrons quickly, courteously, and efficiently is of the utmost importance to Station. If, in the sole judgment of the Station, Vendor is in violation of either of the guidelines in this subsection v, then Station shall have the right to dismiss Vendor from the Event with no recourse whatsoever against Station or Facility. The time and manner of such dismissal is subject to the sole discretion of Station.

vi.Vendor and his or her staff shall conduct themselves in a professional and courteous manner at all times.

n. Vendor must provide a certificate of insurance for the event prior to April 1, 2020 or Vendor will not be given Booth Space at the event. Insurance should include the following entities as additional insured: iHeartMedia+Entertainment, Inc. and its parents and subsidiaries, Dolive Club, LLC, Chamash, Inc, O-Town Entertainment, Inc, Central Florida Fair, Inc and the City of Orlando

Notwithstanding any of the foregoing, in the event that Vendor fails to observe any of the above-mentioned guidelines, Station reserves the right to void the Agreement and replace Vendor.

3.Foods, Food Sampling, Beverages and Novelties.

a.The Facility shall have the exclusive right to operate and receive all proceeds from the sales of any and all concessions on Facility grounds, including all food and beverages, tobacco products, candles, souvenirs and sundries of any kind, taxi services and vending machine operations.

b.Absolutely no alcoholic beverages may be brought onto Facility grounds.Furthermore, no alcoholic beverages purchased from the Facility concessionaire may be taken away from Facility grounds.

c.No food or beverage items may be vended in glass containers or cans.Only paper or plastic products may be used for conveying food and drink items.

4.Cleanup of Booth Space.Vendor shall be solely responsible for thoroughly cleaning its Booth Space during the Event.Upon completion of the Event, Vendor shall return its Booth Space to Station in as good condition as existed prior to the Vendor’s use.

5.Exhibitors’ Safety Obligations.

a.Vendor, in carrying out its operations of its assigned Booth Space, shall use its best efforts to protect the safety and property of the public and all employees, representatives and invitees involved in its operations.Furthermore, Vendor will ensure that its exhibits, displays and personal property brought onto the Facility grounds will be so arranged and presented as to minimize any risk of physical injury to any person or damage to any property.

b.Vendor shall comply with any and all Facility rules and regulations as well as all federal, state or local laws, statutes or ordinances and shall cause its agents, employees and representatives to do the same.Vendor shall read and comply with any and all applicable health codes and regulations.

c.Vendor shall enter only those areas of the Facility specifically designated by Station for Vendor’s use.

d.Vendor shall be solely responsible for the payment of all wages, federal, state and local income taxes, and any and all applicable worker’s compensation insurance for all of its employees involved in its Booth Space operations at the Event.

e.Vendor shall be solely responsible for the payment of any and all applicable sales taxes in connection with its Booth Space operations at the Event.

f. Station will provide ample security for the Event during hours the Event is open and closed.However, Station does not in any way insure the safety of said Booth Space from unexpected, unanticipated or extraordinary events, including willful or negligent acts of the Vendor.

g. All equipment and heavy machinery must be cleared in advance with Station.All demonstrations or promotional activities must be confined to within the limits of the assigned Booth Space.Demonstrations that cause annoyance to neighboring Rib Vendors, such as flashing lights, noise, obstruction of walk space, and prevention of access to a nearby booth will not be allowed.

h.Vendor will set up promptly on the day prior to the scheduled commencement date of the Event. If Vendor fails to show up on time for set up, Station reserves the right to change Vendor’s assigned Booth Space and cannot guarantee proper placement of Vendor’s equipment.

6.Permits and Electricity.Vendor will be responsible for obtaining all required permits and electricity necessary for Vendor to operate at the Event.

Station shall not be held responsible for any power outages that occur during the Event.Station expressly recommends that Vendor bring with it to the Event a gasoline generator to provide energy to Station in the event of a power outage.

7.Parking.Vendor parking will only be permitted on site if space allows.

8.Vehicles On-Site.Station shall allow Vendor to drive any vendor-logoed vehicles on-site so long as the vehicle fits within the confines of the Vendor’s designated Booth Space.If the Vendor vehicle does not fit into the Vendor Booth Space, the vehicle must be parked in a designated area, as deemed necessary by Station.

9.Equipment/Maintenance and Repair.Vendor shall be responsible for the maintenance and repair of all equipment, supplies, vehicles and improvements, if any, in the Vendor’s Booth Space.

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