FEB Vendor Agreement of Rules & Regulations 2017-2018

Vendor Agreement of Rules & Regulations
(aka – all the boring stuff)

This Vendor Agreement (Agreement) is entered into by you, the Vendor, and the Women’s Association of Hilton Head Island (WAHHI) and sets out the terms and conditions governing your participation in the WAHHI February Spring Bazaar and Luncheon (Event). By participating as a Vendor at this event, you acknowledge that you have read and agree to the terms set out below.

Application and Payment:
In order to participate, you, the Vendor must fill out an application specifying the details of your
requested participation in the Event and send in the required payment within the timeframe
given. Exact date and time are given on the application. Additional information about pricing,
Vendor commitment, setup and features of the Event can be found on www.wahhi.org website.
Vendor acceptance is at discretion WAHHI. Vendor will be notified via email of acceptance.

Services:
Once accepted, Vendor will be assigned a designated spot. Additional information about the
setup can be found on www.wahhi.org. You are responsible for bringing fixtures and
decoration to define your space. WAHHI reserves the right to assign Vendor a designated spot within Event as it sees fit. WAHHI does not accept requests for specific spot assignments and cannot guarantee the Vendor’s assigned spot will be free from structural or architectural obstructions.

Term:
This Agreement commences upon your completion of the Application to be a vendor at WAHHI
and shall continue in effect through your participation in Event, unless otherwise terminated in
accordance with the terms contained herein.

Liability:
WAHHI shall not be responsible for any loss or damage incurred by Vendor, including, without limitation, damage to Vendor’s property, loss of sales, or injury to or death of Vendor (or its agents, employees, and/or personnel). WAHHI ’s maximum liability arising out of or relating to this Agreement shall not exceed, in the aggregate, the amounts paid to it by Vendor, and in no event shall WAHHI be liable for any consequential, incidental, indirect, punitive or special damages regardless of the cause of such damages. Vendor expressly assumes all risks of loss, damage, liability, injury, or destruction resulting from any cause whatsoever, including but not limited to acts or omissions by Vendor, and hereby releases and waives any claims against WAHHI related to such loss, damage, liability, injury and or destruction. Vendor covenants that it shall be fully responsible for any damages resulting from its participation in this Event, and agrees to indemnify, defend, and hold WAHHI (and its officers, employees, agents, vendors, affiliates and representatives) harmless against any claims arising out of or related to Vendor’s participation in this Event, including for claims arising out of Vendor’s negligent actions or omissions.

Representations and Warranties:
WAHHI makes no representation, guarantee, or warranty with respect to the Event. All warranties, expressed or implied, are hereby disclaimed, including, without limitation, the warranties of marketability and fitness for a particular purpose. WAHHI does not guarantee any level of attendance at the Event and there will be no refund to Vendors, under any circumstances, except as expressly provided for herein, even after the Event is over. The
vendor list, map and spot assignments are subject to change without notice.

Cancellations: If there is a cancellation:
1) By Vendor: If Vendor needs to cancel, Vendor must notify WAHHI before 7 days of the event by email to tracy@wahhi.org to receive the full refund. Any vendors who cancels within 7 days will be charged the full rental space fee. This is non-negotiable. No-shows will be removed from the official vendor listing and will not be permitted to attend future events. By cancelling, Vendor forfeits their spot at the Event.
2) By WAHHI: If a cancellation of the Event by WAHHI is necessary due to unforeseen circumstances, acts of a third party, or other circumstances which (WAHHI ’s sole judgement) may compromise the safety of Event participants, then the Event will not be rescheduled and there will be full refunds to Vendor.

Assignment:
Vendor may not assign this Agreement to any third party, or delegate any of its obligations
without the written consent of WAHHI. Only the accepted Vendors will be allowed to sell or distribute their goods or services, and/or conduct activities at the Event.

Termination:
1) Termination for Convenience: This Agreement may be terminated by WAHHI at any time, with or without cause, immediately upon notice to the Vendor.
2) Termination for Default: Either party may terminate this Agreement immediately
upon notice to the other party in the event of a breach or default by the other party
of any term, condition, or covenant of this agreement.

Code of Conduct:
1) You agree to read and abide by all directives, regulations, and Event rules provided to
you, including those sent via email to the email address provided on your Application.
WAHHI reserves the right to decline, prohibit, or expel a Vendor exhibit, or prevent any activity, displays, product or conduct, which (in WAHHI ’s sole judgement) is out of keeping with the character of the Event or endangers the venue, any attendee, or other vendors.
2) Vendor and its agents, employees, personnel, and/or independent contractors who
participate in the Event agree to bound by this Agreement and shall comply with its terms and all Event rules, regulations, and directives as expressed to Vendor by WAHHI in any way at any time. The terms of this Agreement, including any limitations and waivers, inures to the benefit of WAHHI and its affiliates and Event co-producers and sponsors.

Miscellaneous:
1) The relationship of Vendor to WAHHI is that of an independent contractor, and nothing contained in the Agreement will be construed as creating a partnership, joint venture, employment relationship, agency, or other relationship between the parties, or to make WAHHI  liable for the debts or obligations of Vendor.
2) This Agreement, any Event rules and regulations provided to Vendor by WAHHI or affiliates, and the Application completed by Vendor constitute the entire Agreement and understanding between the parties hereto with respect to Vendor’s participation in the Event.
3) If any term herein is determined to be unlawful or unenforceable then that term will be
severed and the remainder of the Agreement will remain in force.
4) No amendment or revision to the Agreement shall be effective unless agreed to in
writing by WAHHI.
5) This Agreement is nonexclusive and WAHHI reserves the right to contract with other vendors for the Event.
6) Any delay or failure by WAHHI  to exercise any right or power under this Agreement shall not be construed to be a waiver of said right or power or any other right or power under this Agreement.