GRIDLIFE VENDOR TERMS & CONDITIONS

This Vendor Agreement (“Agreement”) is made between GRIDLIFE LLC (the “Company” or “GL”), and the Vendor, as defined in the cover letter of this Agreement. For and in consideration of the Company’s agreement to allow the Vendor to be the on-site provider of the Services listed in this Agreement, the parties agree on the following provisions. 

GL is producing, promoting, or otherwise involved with an entertainment related events to be held in 2023 (“Event”). Vendor is in the business of providing the following services:  Market Vendor (“Services”). GL and Vendor have agreed to reduce their agreement in writing as follows, based on the terms and conditions in this Agreement.  The Event and Services may be further described in the Cover Letter.

1.  Services.  Company will provide Vendor with a designated space at the Venue during the Event where the Vendor may sell certain quality items as described inhere and approved by the Company (the “Services”), so long as Vendor is not in breach of this Agreement.  Vendor is solely responsible for the products, equipment, labor and supplies needed to execute their Services.  

2. Term and Termination. This agreement shall be for Services as described herein, commencing upon execution of this agreement through the completion of (the “Event”).   Prior to the Event, any agreement between Vendor and GL shall be subject to cancellation by GL with or without cause upon 3 days prior written notice to Vendor at no cost to GL. This agreement may be terminated immediately without notice upon the reasonable determination of cause by GL If such termination is made during the Event, the Vendor shall immediately leave the grounds of the event and any dispute regarding the existence or lack of existence of reasonable cause to terminate the agreement will be resolved after the event.

3. Fees.  In consideration for the right of the Vendor to vend at the Event, Vendor agrees to pay the Company the Event Fee, as set forth on the cover page of this Agreement.   Vendor shall be solely responsible for any and all sales, use or other taxes, fees, permits, and surcharges required by federal, state, county or municipality in connection with the fulfillment of the Vendor’s Services under this Agreement.  GL will only be responsible for any additional amounts under or modifications to this agreement or any other contract, bill, lease, receipt, amendment, Vendor, invoice, etc. between the parties if such additional amounts or modifications are approved in writing by GL in advance. Vendor shall not assign or sublease this agreement.  

4. Indemnification. VENDOR WILL INDEMNIFY, HOLD HARMLESS AND DEFEND COMPANY AND ITS RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, AGENTS AND EMPLOYEES (COLLECTIVELY THE “COMPANY INDEMNIFIED PERSONS”) FROM AND AGAINST ANY AND ALL ACTIONS, CLAIMS, DEMANDS, SUITS OR LIABILITY, INCLUDING REASONABLE OUTSIDE ATTORNEYS’ FEES AND EXPENSES (COLLECTIVELY “LOSSES”) ACTUALLY AND REASONABLY INCURRED BY A COMPANY INDEMNIFIED PERSON, TO THE EXTENT SUCH CLAIM ARISES OUT OF OR IS RELATED TO: (A) VENDOR’S PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT; AND/OR (B) ANY MATERIAL BREACH OF THIS AGREEMENT BY VENDOR; EXCEPT TO THE EXTENT THAT SUCH LOSSES ARE CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY INDEMNIFIED PERSONS.  THE COMPANY INDEMNIFIED PERSONS ARE FREE FROM ALL LIABILITY AND CLAIMS FOR DAMAGE BY REASON OF ANY INJURY OF ANY PERSON OR PERSONS, INCLUDING VENDOR, ITS AGENTS OR EMPLOYEES, OR BY REASON OF ANY INJURY TO ANY PROPERTY OF ANY KIND WHATSOEVER, AND TO WHOMEVER BELONGING, INCLUDING VENDOR, ITS AGENTS AND EMPLOYEES, ARISING FROM OR RELATED TO THE VENDOR’S ACTIONS OR FAILURE TO ACT.

UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER (EXCEPT AS CONCERNS INDEMNIFICATION OBLIGATIONS) IN CONTRACT, TORT, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR SIMILAR DAMAGES THAT RESULT FROM THE PARTIES' PERFORMANCE OR NON-PERFORMANCE HEREUNDER, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR LOST PROFITS, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5. Insurance.  Vendor shall maintain the following coverage throughout the Term of this Agreement, at Vendor’s sole expense.  The insurance will contain a provision that it cannot be reduced or canceled unless and until the insurance company notifies Company thirty days prior as a certificate holder.  All insurance policies must be issued by an insurance carrier reasonably acceptable to Company with a rating of A minus VII or better by A.M. Best, Inc. rated carrier and authorized to do business in the state where the Event is held.

  1. Statutory Workers Compensation including Employer’s Liability Insurance, subject to a limit of not less than One Million Dollar ($1,000,000) affording coverage under the Workers Compensation laws of the State or Commonwealth in which the Services are performed;

  2. Commercial General Liability subject to the limits of not less than $1,000,000 per occurrence for Bodily Injury and Property Damage combined; One Million ($1,000,000) per occurrence Personal and Advertising Injury; Two Million Dollars ($2,000,000) aggregate Products and Completed Operations Liability; Fifty Thousand Dollars ($50,000) Fire Legal Liability and Two Million Dollars ($2,000,000) general aggregate limit per policy.  The policy shall be written on an occurrence basis;

  3. Product liability coverage and Auto liability coverage in the amount of $1,000,000 for any vehicles used by Vendor, whether owned or non-owned by Vendor.  Each policy shall indemnify provisions of this Agreement. 

5.1  Vendor will supply Company with proof of the aforementioned insurance by providing Company with a certificate of insurance  at least 30 days prior to the Event and list GRIDLIFE LLC, and their respective officers, directors, members, managers, agents, and employees as additional insureds. The Vendor will provide Company with properly executed certificates of insurance before the Vendor provides any products or services to Company or at the Event, but in no event later than 30 days prior to the Event. Further, coverage for the additional insureds shall apply on a primary, non-contributory basis irrespective of any other insurance whether collectible or not.

6. License.  Vendor grants Company the non-exclusive, royalty-free license to use, sell, display or otherwise utilize Vendor’s trade name and/or trademarks in any and all Event advertising or marketing, related to GRIDLIFE, in perpetuity.  

7.  Waiver.  If a party at any time fails to demand strict performance by the other of any of the terms, covenants, or conditions set forth in this Agreement, that party does not waive or relinquish the right at any time to demand strict and complete performance by the other of the same or other terms, covenants, and conditions.

8.  Warranties

  1.  The Vendor’s Warranty. The Vendor warrants to Company that: (i) the Vendor has the right and authority to enter into and perform its obligations under this Agreement, and that, in doing so, it will not violate the rights of any third parties; and (ii) the Vendor will perform its obligations under this Agreement in a commercially reasonable manner.

  2. Company Warranty.   Company represents and warrants to the Vendor that: (i) Company has the rights and authority to enter into and perform its obligations under this Agreement and that in doing so it will not violate the rights of any third parties; and (ii) Company will perform its obligations under this Agreement in a commercially reasonable manner.

9.  Nondisclosure.  Confidential Information.

In connection with its Services, the Vendor may have access to and become acquainted with various trade secrets and proprietary or confidential information consisting of, without limitation, business practices, revenue and income amounts and information related to the development of costs and management and marketing policies and plans of GL. The confidentiality of all of the items mentioned in the preceding sentence is vital to GL and the Vendor acknowledges that any publication or use by a third party of these confidential items or any other items which are the exclusive property of GL, excepting those items that GL has made public, will cause irreparable harm to GL and that money damages alone would not be an adequate remedy for any breach or attempted breach of this clause of this agreement. Accordingly, the Vendor agrees that it will maintain the utmost confidentiality of the information, and GL is expressly given the right to seek injunctive or other equitable relief for any such breach or attempted breach of confidentiality, in addition to any other legal or equitable remedies that may be available to it. Vendor hereby acknowledges that the restrictions contained in this clause of this agreement are, in view of value of the proprietary information being protected, reasonable and necessary to protect legitimate proprietary interests of GL and that any violation of this clause would cause irreparable harm for which GL cannot be fully compensated by money damages alone.

10.  Compliance with Laws, Rules and Regulations:  Vendor agrees to comply with all applicable laws, statutes, ordinances, rules and regulations including, but not limited to, those of the United States of America, State of Illinois, as well as all local and regional governmental agencies (including Board(s) of Health), in connection with its performance hereunder and Vendor is responsible for obtaining any and all permits or licenses necessary or advisable for its business at the Event. GL does not accept any responsibility for Vendor’s property, including but not limited to lost, damaged or stolen property.  It is the responsibility of the Vendor to make sure his/her equipment and other personal belongings are completely covered and secured.

In an effort to be an inclusive event, GL endeavors to make its event as accessible to persons with disabilities as reasonably possible and as required by law. As a part of this Event, Vendor is required to comply with federal and state disability laws. If the Vendor is providing security as part of Services hereunder then such Vendor, subject to ethical, legal and moral standards, shall have absolute control and responsibility over the method(s) by which it provides security.

GL is committed to partnering with the fans, other events, musicians, and artists to affect change. We encourage you as a part of the Event to be as green as possible. Please embrace the "reduce, reuse, recycle” mantra and minimize your impact on the environment whenever possible.  

11. COVID.  

a. Notwithstanding anything herein to the contrary, if any rules, regulations, requirements, restrictions and/or recommendations relating to COVID-19 or other strain (collectively, “COVID”) imposed by or reasonably anticipated to be imposed by the venue, unions or applicable governmental and/or public authorities results in (or is likely to result in) any of the following:

(i) a reduction in the capacity of the Festival; or

(ii) an adverse impact on admission procedures of the Festival; or

(iii) an adverse impact on the operations of the Festival; 

(iv) a shut down of all or part of the Festival; and/or 

(v) a decision by GRIDLIFE, in its reasonable discretion, that COVID conditions in the location where the Festival is being held continue to be, or are projected to be, a public health threat that may have a material impact on the Festival;  then GRIDLIFE  may terminate this Agreement and Vendor shall return all tickets (if any) previously provided to Vendor.

b. Without limiting Vendor’s other obligations herein, Vendor shall be responsible for complying with all reasonable and appropriate guidelines, practices, and health and safety protocols in connection with the Services including, without limitation, any protocols or recommendations of the Centers for Disease Control and Prevention (“CDC”) and applicable state and local authorities that are designed, based on information reasonably and currently available, to reduce the risk of infection and spread of communicable diseases, including Covid-19 (collectively, “Health & Safety Protocols”).  Health & Safety Protocols may include, without limitation, mandatory proof of vaccine (or negative covid test), staggered arrival and departure times, temperature checks, pre-sanitization requirements, physical distancing, masks/face coverings, and requiring persons developing or exhibiting symptoms to leave the venue.

c. Notwithstanding implementation of any Health & Safety Protocols, the parties specifically acknowledge that an inherent risk of exposure to Covid-19 exists in any public place where people are present. Covid-19 is an extremely contagious disease that can lead to severe illness and death. According to the CDC, senior citizens and those with underlying medical conditions are especially vulnerable. EACH PARTY ACKNOWLEDGES ON ITS BEHALF, AND ON BEHALF OF ITS PERSONNEL, THAT IT AND ITS RESPECTIVE PERSONNEL VOLUNTARILY ASSUME ANY AND ALL RISKS RELATED TO EXPOSURE TO COVID-19 FROM THE FESTIVAL AND HEREBY RELEASE THE OTHER PARTY AND ITS PARENTS, PARTNERS, AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES FROM LIABILITY IN CONNECTION THEREWITH.

d. Notwithstanding anything herein to the contrary, GRIDLIFE will not indemnify or defend Vendor or any of its related parties for third party claims relating to alleged exposure of or contracting by any attendee of the Festival of any communicable disease or illness (including COVID-19) or any bacteria, virus or other pathogen capable of causing a communicable disease or illness, whether occurring before, during or after the Festival.

This Agreement is considered the entire agreement between parties relative to each Event and supersedes any other prior understandings, written or oral, , including but not limited to any proposal, quote, contract, bill, lease, receipt, amendment, Rider, invoice, etc, between the parties with respect to this subject matter. No variations, modifications or changes in the Agreement are binding on any party to the Agreement unless set forth in a document duly executed by or on behalf of such parties. THE PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT, IN ENTERING IN TO THIS AGREEMENT, THEY HAVE NOT IN ANY WAY RELIED UPON ANY ORAL OR WRITTEN AGREEMENTS, UNDERSTANDINGS, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT. To the extent there is a conflict between this Agreement and another executed document between the parties related to the Event (whether the other document is executed before or after this Agreement, the terms of this Agreement control except to the extent that the other document specifically identifies a section of this Agreement and states that it is amending that particular section.

This Agreement shall be governed and construed in accordance with the laws of the State of Illinois.  By their signatures or their authorized representative’s signatures, the parties agree to and accept this Agreement, including Exhibit A, outlined below.

EXHIBIT A

GRIDLIFE 2023 ADDITIONAL GENERAL RULES AND REGULATIONS

  1. SUBLETTING BOOTHS: Vendors may not sublet or loan their space(s).

  2. VENDORS MUST COMPLY WITH ALL FEDERAL, STATE, COUNTY AND CITY LICENSE AND PERMIT REQUIREMENTS: Vendors are responsible for charging and remitting all sales and other taxes (unless exempt from taxation) and complying with all federal, state, and local laws and ordinances.

  3. VENDOR’S GARBAGE AND CLEANUP: Vendors are responsible for cleanup of their area. All garbage should be placed in trash receptacles provided by Management; boxes must be broken down and flattened in preparation for recycling. Nothing is to be left in your booth when you leave. Anything left is considered trash. There will be a cleaning fee imposed for those that do not clean up their booth. NO GLASS MIRRORS onsite.

  4. BANNED ITEMS : Banned items for sale include, but are not limited to, the following which are not to be sold or brought to the Market premises: (a) firearms, ammunition, fireworks, dynamite, or any other explosive material, (b) dangerous animals, (c) any books or other materials that may be considered by Management to be offensive or pornographic, (d) counterfeit, illegal, or stolen items, (e) drug related paraphernalia, (f) pepper gas or any device that could cause harm to any people (g) mechanisms for creating permanent tattoos. Management reserves the right at any time to prohibit certain additional items from being sold, traded, displayed in any manner, or given away. No animals of any kind may be sold as pets. No alcoholic beverages are allowed.

  5. ABUSIVE OR OBSCENE LANGUAGE OR ACTIONS: Use of obscene language or actions or physical violence is strictly prohibited and is grounds for immediate expulsion from the Market and forfeiture of all rental fees.

  6. LOTTERIES, RAFFLES, AND AUCTIONS: Vendors shall not conduct any lotteries, raffles, auctions, or games of chance or skill of any kind at the vendor ʼs booth or anywhere on the Market premises, nor is any form of gambling permitted on the premises.

  7. ILLEGAL ACTIVITIES: No vendor or representative shall conduct any illegal activity, sell merchandise illegal to possess, or act in any illegal manner on the premises of the Market.

  8. TERMINATION: Management reserves the right to terminate at any time the lease of any vendor for any reason.

  9. CANCELLATION: In extreme circumstances, Management may cancel the market, in which case vendors shall receive full refunds.

  10. RULES AND REGULATIONS are subject to change without notice.

ADDITIONAL TERMS

  • Vendor agrees to abide by all advance paperwork and payment deadlines as set by GRIDLIFE.

  • Vendor agrees to abide by all load in, operation/in business hours, and loadout guidelines as set by GRIDLIFE.

  • Vendor agrees to have a good attitude and bring positivity to other vendors, the show, and all patrons.

  • Vendor agrees to acquire necessary insurance. All participating vendors will be required to present a Certificate of Insurance with $1MM liability coverage with GRIDLIFE, its subsidiaries, and partners as additional insured.

    • Business information to be listed on your COI:

GRIDLIFE LLC

4255 N KNOX AVENUE

CHICAGO, IL 60641