Vendor Agreement

I agree to these terms and conditions as this agreement pertains to participation in the Event, as defined above, hosted by In Todo LLC (“In Todo”) during the Dates and Location specified above. All copies, facsimiles, and reproductions of this document shall be as valid as the original.

1. Contract for Vendor Space. This application for space with In Todo, subsequent formal notice of assignment of space by In Todo, and the full payment of vendor space cost constitute a contract for the right to use vendor space ("Space"). In Todo reserves the right in its discretion to make such modification to the size or configuration of each Space as may be necessary for the overall operation of the Event, but any such adjustment shall be made equitably to each Vendor affected thereby.

2. Payment for Space. Applications for Space must be accompanied by a non-refundable twenty dollar ($20 USD) deposit and made payable to In Todo LLC. The non-refundable full payment for your Space must be paid within seven (7) days of receiving a link to make payment for your Space online. Any failure to make payment within the 7 days required herein shall cause your assigned Space to be forfeited and offered to another vendor. The application fee and full payment for a Space are non-refundable, unless indicated otherwise in writing by In Todo. For the sake of clarity, any space not claimed, occupied, or otherwise reserved and approved in writing by In Todo may be reassigned without further notice and without refund.

3. Cancellation by In Todo. Should In Todo cancel the Event due to unforeseen circumstances, acts of a third party, or other circumstances which, in In Todo's sole judgment, may compromise the safety of participants, the event will be rescheduled and all payments made will be applied to the rescheduled event.

4. Use of Space. All vendors shall conform to applicable fire and building codes for the City of Los Angeles, the State of California and any other federal, state, municipal, or other laws or rules applicable to the use of the Space at the Event. Vendors shall not do anything of a nature or operation that will disturb fellow vendors use of their Space.

5. Assigned Space. All booths and combination of booths are assigned by In Todo and may be subject to change. Booths are 10' wide x 8' deep and 6' wide by 6' deep.  Electrical outlets are not an included service. Plumbing requirements must be self-supplying and contained. Custom signage and displays can be erected at Vendor's expense, but cannot interfere with other vendor spaces.

6. Load in; Load Out of Space. Vendor shall be responsible for loading in and loading out of the Event and Vendor’s Space promptly and within any load in and load out periods of time In Todo assigns to Vendor. In Todo is responsible for complying with the overall location management requirements, loading in and out times included, and thus the requirement that you load in and out as assigned by In Todo is material to this Agreement and any breach hereof shall be considered a material breach of this Agreement.

7. Subletting Space NOT Permitted. Vendors shall not assign or sublet their Space. All activities, sales or demonstrations shall be done in the agreed rental Space. Vendor cannot show, display, nor sell merchandise of others, as only those goods and services manufactured and offered by said Vendor in course of their regular business may be displayed, showed, or sold in your Space.

8. Restrictions in Operations of Exhibits and Artwork. In Todo reserves the right, in its sole discretion, to restrict any exhibit which may, because of noise, method of operation, materials, or any reason become objectionable, and also to prohibit any exhibits which, in the opinion of In Todo, may distract from the general character of In Todo as a whole. This right of restriction extends to persons, patrons, sounds, music, images, video, things, conduct, printed matter or anything of a character which In Todo determines in its discretion to be objectionable.

9. Photography, Social Media, and Advertising. Vendor acknowledges that In Todo will be engaging photographers and/or videographers at the Event and Vendor, including its employees, representatives, partners, customers, and contractors may appear in Event-related photographs and/or videos. If Vendor, its employees, representatives, partners, customers, and contractors or Vendor’s name, trademark, logo, products, and/or likeness appears in any Event-related photographs and/or videos, Vendor hereby irrevocably grants In Todo the right to post and distribute such Event-related photographs and/or videos, in any format or channel now known or yet to be developed, including but not limited to social media, in sync with or compiled with other images and or audio, in connection with In Todo advertising, on In Todo’s website, and in connection with other marketing material. Vendor agrees that In Todo’s use of such images will not violate the rights of Vendor or of any third party, including but not limited to copyright, trademark, the right of publicity, and the right of privacy and Vendor, on behalf of Vender and its employees, representatives, partners, customers, and contractors, irrevocably waives any cause of action or recourse against In Todo for such use.

10. Care of Location and Equipment. Vendor and its agents shall not injure, deface or damage Event area buildings, facilities, lot, or equipment, walls, ceilings, carpet, floors, the Event area, the Space, the booths or booth equipment. If such damage appears, Vendor is liable to the owner of the property so damaged.

11. Indemnity; Release of In Todo. Vendor hereby releases In Todo, its officers, directors, employees, agents, land owners, and representatives from any and all liability, claims, or demands for personal injury, sickness, or death, as well as property damages and expenses, of any nature whatsoever which may be incurred by Vendor regarding participation in any all activities related to the Event, the Event itself, including transportation, regardless of whether or not damages or injuries are caused directly or indirectly by the negligence of In Todo’s officers, directors, employees, agents, land owners, or representatives. Vendor further hereby agrees to hold harmless and indemnify In Todo, its officers, directors, employees, agents, land-owners, or representatives for any liability sustained by said acts, including expenses incurred attendant thereto. Neither In Todo nor any of its officers or agents, nor any of its staff members, nor Block Party Highland Park shall be responsible for the safety of the property of the Vendor from theft, damage by fire, accident or any other cause whatsoever. Vendor shall hold In Todo, including their officers, directors, employees and agents, organizers, and Block Party Highland Park (the "Indemnified Parties") harmless from and indemnity the Indemnified Parties against all losses, liabilities, damages, deficiencies, taxes, costs or expenses of any kind including interest, penalties and reasonable attorneys' fees and disbursements incurred in investigation or defense, whether based in contract, tort, or otherwise, arising at any time and in any manner whatsoever out of or in connection with an alleged or actual act, acts, omission, or omissions by Vendor in connection with any of the business, affairs or activities that are directly or indirectly related to the subject matter of this Agreement, including the rental of Space herein.

12. Assumption of Risk. Vendor understands that participation with In Todo and/or any project, activity, or the Event, managed, arranged, or promoted by, or otherwise affiliated or associated with In Todo may include activities that may be inherently hazardous to Vendor. Vendor further recognizes and understands that such participation may involve certain inherently dangerous activities. Vendor hereby expressly and specifically assumes the risk of injury or harm in the activities and releases In Todo from all liability for injury, illness, death, and/or property damage that may result.

13. Emergency Medical Treatment. Vendor understands that on rare occasions an emergency requiring medical treatment can develop. Vendor hereby consents to receive medical treatment that may be deemed advisable in the event of injury, accident, and/or illness during the Event. Vendor further agrees to pay for any medical, dental, surgical, or other hospital care, or diagnosis rendered to Vendor’s staff and/or agents. It is understood that efforts shall be made to contact Vendor’s designated emergency contact(s) before rendering treatment, but that any of the above treatment will not be withheld if the designated emergency contact(s) cannot be reached.  For the sake of clarity, In Todo may authorize emergency medical treatment in the event of an emergency and an inability for Vendor to authorize medical treatment for themselves or if an emergency contact cannot be reached and by signing this Agreement the Vendor, its officers, directors, employees, agents, land owners, and representatives expressly understand and agree to hold In Todo harmless for any results of such medical treatment or costs of such treatment.

14. Insurance. Vendor understands that In Todo may elect to have general liability insurance coverage for In Todo and makes no guarantee that such coverage will extend to Vendor. Any In Todo coverage will be governed by the policy language. Except to the extent that it may provide such insurance, In Todo 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. If Vendor does not carry insurance, Vendor expressly and unequivocally waives all rights against In Todo and its agents, officers, directors, and employees for recovery of damages to the extent these damages would be covered by commercial general liability, workers compensation, employees liability insurance, or commercial automobile liability insurance. Vendor has read and understands this release of liability and voluntarily agrees to be bound by its terms.

15. Circulation and Solicitation. Distribution of circulars or promotional materials may be made only in the Space assigned to the Vendor presenting such material. Any organization or individual not assigned Space in the Event area will not be permitted to solicit business within the Event. In Todo Vendors are requested to inform In Todo of their knowledge of any such occurrence.

16. Amendments and Waivers. This Agreement (consisting of these terms and conditions and the Application), formal notice of assignment of Space, and the full payment of the rental charge constitutes the entire Agreement between In Todo and Vendor relating to the subject matter hereof. No term or condition may be modified except as specifically made in writing signed by the party against whom enforcement is sought. No express or implied waiver by In Todo of any default hereunder shall in any way be, or be considered to be, a waiver or any future or subsequent default whether similar in kind or otherwise. If any provision of this Agreement is declared invalid by any tribunal, then such provisions shall be deemed automatically adjusted to the minimum extent necessary to conform to the requirements for validity as declared at such time and, as so adjusted, shall be deemed a provision of this Agreement, as though originally included herein. In the event that the provision invalidated is of such a nature that it cannot be adjusted, the provision shall be deemed deleted from this Agreement as though such a provision had never been included herein. In either case, the remaining provisions of this Agreement shall remain in effect.

17. Governing Law; Arbitration. This Agreement shall be governed by the laws of the State of California, applicable to agreements made and to be wholly performed therein. In the event any controversy arises between the parties to this Agreement pertaining to the subject matter hereof, the parties agree that the controversy shall be settled by arbitration in accordance with the rules of the American Arbitration Association. Such arbitration shall take place in Los Angeles, California. Any award made by the arbitrator(s) shall be final and binding upon the parties hereto, and judgements thereon may be entered in any court of competent jurisdiction. The prevailing party in any such arbitration, as determined by the arbitrator(s) shall be entitled to its reasonable attorneys' fees and costs.