Terms and Conditions
VENDOR SPACE RENTAL AGREEMENT
This Vendor Space Rental Agreement (this “Agreement”) is between you (“Vendor”) and Market Days at Liberty Crossing, LLC (“MDLC”) for participation in the Market Days at Liberty Crossing event (the “Market”). PLEASE CAREFULLY REVIEW THIS AGREEMENT.
I. RENTAL FEE.
1.01 Invoice. To bind this Agreement and reserve a Space for the Term (as such terms are hereinafter defined), Vendor must pay in full the balance due (the “Rental Fee”) in the manner and within the time frame set forth in the invoice provided to Vendor by MDLC and incorporated herein by reference (the “Invoice”).
1.02 Timing. The Rental Fees must be received, in full, by MDLC within seven (7) days from the time Vendor receives an Invoice in order to participate, although MDLC may, in its sole discretion, accept a later payment pending availability. If the Market is sold out prior to MDLC’s receipt of Vendor’s, Vendor will receive a full credit.
1.03 Method of Payment. Vendor may remit the Rental Fee to MDLC online at via the link accompanied with the Invoice.
1.04 Sales Tax. MDLC is not responsible for any sales tax associated with Rental Fee or the sales of merchandise by the Vendor. Vendor is solely responsible for calculating and reporting all applicable sales tax on vendor’s merchandise. If the Vendor does not report sales tax properly MDLC shall not be held responsible for any fees or charges.
II. MARKET SCHEDULE; TERM
2.01 Market Dates. Each Market will be held on the Friday through Sunday (inclusive) immediately preceding the fourth Monday of each calendar month. (except if it falls on a holiday then management reserves the right to change the dates.) By way of example, the Markets for the calendar year 2019 shall be on the following dates: May 24-26, 2019; June 21-23, 2019; July 19-21, 2019; August 23-25, 2019; September 20-22, 2019; October 25-27 , 2019; November 22-24, 2019; and December 20-22, 2019. For the avoidance of doubt, this Agreement shall only apply to the applicable Market(s) listed on the Invoice paid by Vendor to MDLC.
2.02 Term. As used herein, the “Term” shall be from 10:00 a.m. CST on the Thursday before each applicable Market and ending at 6:00 p.m. CST on the Sunday of each applicable Market.
2.03 Hours of Operation. For each Market, the hours of operation for a Space are from 11:00 a.m. to 4 p.m. CST on the Friday of each Market, 10:00 a.m. to 6 p.m. CST on the Saturday of each Market and 11:00 a.m. to 4 p.m. CST on the Sunday of each Market (the “Market Hours”). Set up is from 9:00 a.m. to 5:00 p.m. CST the Monday through Thursday of the Market Week and 8:00 a.m. to 10:30 a.m. CST on the Friday of each Market, and breakdown is from 4:00 p.m. to 6:00 p.m. CST on the Sunday of each Market (the “Vendor Hours”; together with Market Hours, the “Term”).
2.04 Vendor and MDLC may mutually agree at any time to extend or modify the Term. Any extension or modification must be agreed to in writing. This Agreement shall continue to govern any such extension or modification.
3.01 Assignment of Space. Upon acceptance of this Agreement and payment of Rental Fee by Vendor, MDLC grants Vendor one (1) booth space of approximately 10 feet by 10 feet in dimension (100 square feet) (the “Space”) unless otherwise noted (e.g., double booth) for the Market(s) listed on the Invoice (hereinafter defined). Vendor will be advised of the Space location by the Monday prior to each Market. Vendor acknowledges that the size, location, and configuration of the booth spaces may vary. MDLC shall be entitled, in its sole discretion, to market, position and determine assignment of spaces to all vendors within the Market and approve any structures or walls created. Vendor hereby accepts all such determinations as final. Vendor may not exceed the footprint of Vendor’s designated Space.
3.02 Vendor may not transfer, assignment, sub-license, sublet, or share its Space to or with other vendors or any other third parties without MDLC’s prior written consent, which consent may be withheld in MDLC’s sole discretion. In addition, Vendor shall not market, display or sell merchandise of any third parties without written permission. In addition to any other remedies or recourse that MDLC may have here under or at law, if merchandise being displayed is determined to belong to a party other than the Vendor without written permission, MDLC shall be entitled to terminate Vendor’s rental and require that Vendor immediately vacate the Space and leave the Market.
3.03 At the end of the Term, any objects of personal property left inside or outside of the Space will be discarded, at Vendor’s sole cost and expense. MDLC will not be liable for any damage to or loss of objects or property left in the Space or on the Premises. Vendor is to keep the Space clean, at Vendor’s sole cost and expense, in a manner satisfactory to MDLC.
3.04 Vendor shall be solely responsible for observing all parking requirements at the Premises during the Term (including setup and take-down requirements during Vendor Hours, as well as parking during Market Hours), and Vendor accepts full responsibility for any parking violations or citations.
3.05 Use of Premises. The Premises are to be used for the purpose of Market Days at Liberty Crossing (“Market”), and for no other purpose without the written consent of MDLC during the Term. BE ADVISED THAT IF VENDOR DOES NOT VACATE THE SPACE BY THE END OF THE TERM A $50.00 LATE PENALTY MAY BE CHARGED AGAINST THE VENDOR FOR THE COMMENCEMENT OF EVERY HOUR PAST THE END OF THE TERM.
3.06 Acceptance of Premises. Vendor’s taking possession of the Premises for the Market shall be conclusive evidence of its receipt of the Premises in a safe, sanitary and sightly condition and in good repair. MDLC shall not provide any structure for the Spaces. Vendor will provide at its own expense for the installation, operation and display of its Space. Vendor shall be responsible at its own expense for creating any non-permanent back or side walls for its Space as desired in accordance with the terms of this Agreement.
3.07 Property left on Premises. MDLC reserves the right after the end of each Market to remove from the Premises all effects of Vendor remaining at the Space or Premises at Vendor’s expense. MDLC shall not be liable in any way to Vendor on account of so removing and/or storing these effects.
3.08 Improvements to Premises. Vendor will not cause or permit any nails or any other things to be driven into any portion of the Premises, or cause or permit any changes, alterations, repairs, painting or staining of any part of the Premises or furnishings or the equipment thereof, nor permit to be done anything which will damage or change the finish or appearance of the Premises or the furnishings thereof. Subject to ordinary wear and tear, Vendor will pay the costs of repairing (to its condition immediately preceding the occurrence of such damage) any damage which may be done to the Premises or any of the fixtures, furniture or furnishings thereof by any act of Vendor or any of the Vendor’s employees or agents or anyone visiting the Premises upon the invitation of Vendor including the patrons of the Market. MDLC shall have the exclusive right determine whether any damage has been done, the amount of the damage, and the reasonable cost of repairing it, and whether it is one for which under the terms of this Agreement, Vendor is to be held responsible.
3.09 Care of Premises. Vendor, at Vendor’s own expense shall keep the Premises in a safe, sanitary and sightly good condition, in good repair, and shall restore and yield the Premises back to MDLC upon the expiration or termination of this Agreement in good condition and repair, ordinary wear and tear excepted. If the Premises are not so kept by Vendor, MDLC may enter Premises (without causing or constituting a termination of the privilege or an interference for the possession of the Premises by Vendor) and do all things necessary to restore the Premises to the condition required, including but not limited to, removal of signs, balloons, tape, and other things not removed by Vendor, its subcontractors, or their respective employees, invitees, or contractors charging the cost and expenses thereof to Vendor.
IV. MERCHANDISING & DISPLAY STANDARDS
4.01 Upon MDLC’s approval, Vendor shall be entitled to commence set-up of its booth and display as set forth below. Vendor shall use its best efforts when constructing displays to minimize any disturbance to the operations of other vendors. Further, Vendor shall be responsible, at its sole cost and expense, to repair any damage and disruption Vendor may cause to the Market or other vendor’s booths or operations. Vendor shall be considerate of their neighboring vendors when constructing displays and sets both in terms of creating displays that may obstruct sight-lines in ways that are egregious or un-neighborly; as well, being mindful of the overall aesthetic experience of the Market in considering display, items, materials, props, etc. Displays will be limited to 8’ in height and items may not be hung from the ceiling. Vendor is not permitted to post signs, banners, wires, advertisements, decoration or obstructions of any kind to extend from the ceiling, or across aisles, walks, streets, or buildings.
V. VENDOR RESPONSIBILITIES
5.01 In addition to any other Vendor requirements or restrictions as set forth in this Agreement, Vendor must comply with the responsibilities, rules and regulations set forth in the Vendor Information Packet (available at as the same may be reasonably modified or supplemented by MDLC from time to time (the “Rules and Regulations”). MDLC shall not be obligated to enforce the Rules and Regulations against Vendor or any other vendor of the MDLC Market or any other party, and MDLC shall have no liability to Vendor by reason of the violation by any other vendor or other party of the Rules and Regulations. If any Rule and Regulation(s) shall conflict with any provision in the body of this Agreement, this Agreement shall govern.
VI. USE OF TRADE NAME; NAME; IMAGES; LIKENESS
6.01 MDLC shall be entitled to use the trade name, names, likeness, images and other media representations of Vendor and Vendor’s employees, agents and guests (“Vendor Parties”) for purposes of marketing and advertising the Market or any future Markets for MDLC’s website, social media, print advertising, and in any and all media now or hereafter devised without any payment to Vendor or Vendor Parties. Vendor agrees on behalf of itself and the other Vendor Parties, that in connection with MDLC’s advertising and marketing, MDLC shall have the right to take and use photographic images, video footage, graphic images, and sound recordings of Vendor Parties at the Market.
6.02 Vendor shall not be entitled to use the trade name, logo, names, likeness, images and other media representations of MDLC and MDLC’s employees, agents and guests for purposes of marketing and advertising the Market for Vendor’s website, social media, print advertising, and in any and all media now or hereafter devised without written authorization and consent of MDLC.
7.01 This Agreement and the license hereby granted are subject to the limitations that upon the occurrence, at any time during the Term, of any one or more violation or breach of this Agreement shall be considered a default. Upon the occurrence of any such events of default or breach of this Agreement, MDLC shall have the option, in addition to any other right or remedy authorized by this Agreement or provided by law, to terminate this Agreement and pursue immediate repossession of the Premises, in which event Vendor shall immediately surrender the Premises to MDLC.
8.01 Vendor agrees to indemnify, defend and hold MDLC, its affiliates, officers, agents, employees, and representatives (the “Indemnified Parties”) harmless from and against any and all claims, losses, obligations, demands, liabilities, causes of action, suits, judgments, defenses, damages, penalties, costs and expenses, including reasonable attorneys’ fees, of any kind (collectively, “Claims”), by or on behalf of any person, firm, corporation or governmental authority, arising out of, or alleged to have arisen out of: (i) use, occupation or possession of the Space or Premises by Vendor or Vendor's agents, employees, licensees, guests or invitees (the “Vendor Parties”), (ii) the conduct or management of Vendor's Space or any work or anything else done by Vendor or permitted by Vendor to be done in or about the Premises, (iii) any breach or default in the performance of Vendor's obligations under this Agreement, (iv) any misrepresentation or breach of warranty by Vendor under this Agreement, (v) other acts or omissions of Vendor, its agents, employees, licensees and concessionaires or any other person entering the Premises by express or implied invitation of Vendor, or (vi) injury to or death of any person or damage to or loss of property occurring on, in or about the Premises arising out of or incidental to or in any way resulting from the acts or omissions, whether negligent or otherwise, of the Vendor Parties. Such indemnity shall apply regardless of any joint, concurrent, comparative or contributory negligence of any Indemnified Party, and regardless of strict liability that may otherwise be imposed on any Indemnified Parties, but will not apply if and to the extent any Claim results solely from the gross negligence or willful misconduct of MDLC. The foregoing indemnity provision shall survive the expiration or earlier termination of this agreement.
8.02 Vendor is responsible to comply with the terms and conditions of the lease agreement between MDLC and Gainesville Northtown Plaza, LLC. Vendor agrees to indemnify MDLC for any and all violations of said lease agreement caused by Vendor.
VIV. LIMITATION OF LIABILITY
9.01 Vendor shall look solely to MDLC’s leasehold interest in the Market and the proceeds thereof, for the recovery of any judgment against Vendor, and no other property or assets of MDLC and its members, officers, directors, or affiliates shall be subject to levy, execution or other enforcement procedure for the satisfaction of Vendor’s remedies under or with respect to this Agreement. In no event shall MDLC and/or its affiliates and/or their respective members, managers, officers, employees, agents, or representatives be liable to Vendor or any other person or entity for consequential, special, indirect, incidental, or punitive damages, costs, expenses or losses (including without limitation lost profits, loss of business, anticipatory profits and opportunity costs).
X. SUBJECT TO OVER-LEASE; TERMINATION
10.01 In the event that at anytime during the Term (i) MDLC is required to vacate the Market for any reason; (ii) MDLC’s lease at the Market is terminated or expires for any reason; or (iii) the Premises or Market is substantially damaged by fire or casualty; then MDLC shall be entitled to terminate this Agreement by providing written notice to Vendor, whereupon Vendor shall be required to vacate the Space as of the termination date set forth in the notice. In such event, any monies theretofore delivered by Vendor to MDLC for periods following the termination date, including, without limitation, the relevant portion of the Space Rental Fee, shall be promptly returned to Vendor following Vendor’s vacating the Space in accordance with this Agreement.
11.01 Notice. All notices, demands, consents, approvals, waivers or other communications which may or are required to be given by either party to the other under this Agreement (each, “Notice”) shall be in writing and shall be delivered by e-mail to firstname.lastname@example.org. If to Vendor, to the address or e-mail address specified in Vendor’s application. Either party may from time to time designate a different (or additional) address(es) for Notices on at least five (5) days prior Notice to the other party.
11.02 Food and Beverage Concessions. Vendor has no rights to offer for sale on, in or about the Premises beverages and food of any type for on-premises consumption unless given written permission by MDLC.
11.03 Removal of Disorderly Persons, etc. MDLC retains the right to remove from the premises any and all such employees of Vendor and the right, with its officers and agents, including police officers, to eject any objectionable person or persons from the Premises or any of its facilities; in the event of the exercise of this authority, Vendor hereby waives any and all claims for damages against MDLC on account thereof.
11.04 Attorney’s Fees. If MDLC is required to file suit to collect an amount owed under this Agreement for Vendor’s use of the Premises, MDLC shall be entitled to collect reasonable attorney’s fees which it may reasonably incur in the collection of such amount.
11.05 Amendments. This Agreement may be supplemented, amended, or modified only by the mutual written agreement of the Parties.
11.06 Successors. This Agreement shall be binding upon and insure to the benefit of MDLC, its successors and assigns, heirs, executors, administrators, legal representatives, and shall be binding upon and insure to the benefit of Vendor, its successors, and to the extent that an assignment may be approved by MDLC, Vendor’s assigns.
11.07 Passageways. No portion of the sidewalks, ramps, entries, corridors, passageways, vestibules, halls, lobbies, stairways, aisles, driveways, or access to public utilities of the Premises shall be obstructed by Vendor without prior written consent of MDLC. The doors, windows, or any opening that reflects or admits light into any place in the buildings shall not be covered or obstructed by Vendor without the prior written consent from MDLC.
11.08 Assignment. Vendor shall not assign this Agreement, nor suffer any use of the Premises other than specified in this Agreement, without the prior written consent of MDLC. Nor shall Vendor sublet the Premises without the prior written consent of MDLC. If a sublessee is consented to, Vendor agrees to ensure that any assignee or sublessee will comply with all terms, provisions, covenants, and conditions of this Agreement. Assignment or subletting of this Agreement shall not relieve Vendor from any of its obligations under this Agreement.
11.09 Restriction on Certain Displays. Vendor agrees that it will not display nor permit its agents or sub-lessees to display in the Premises any drug paraphernalia. If MDLC determines that drug paraphernalia is being displayed, MDLC will cause the drug paraphernalia to be removed from the Premises.
11.10 Unlawful Use. Vendor agrees that every employer, agent, and sub-lessee connected with the purpose for which the Premises are rented shall abide by, conform to and comply with all laws of the United States, the State of Texas and all ordinances of the City of Gainesville, including but not limited to, the requirements of the Police and Fire Departments, and will not do, nor suffer to be done anything on the Premises during the term of this Agreement, in violation of these rules, laws or ordinances. If Vendor is called to such violation, Vendor must immediately correct the violation.
11.11 Governing Law; Jurisdiction; Venue. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Texas, without giving effect to any principles of conflicts of laws. The parties herein agree that this Agreement shall be enforceable in Gainesville, Texas, and if legal action is necessary to enforce it, exclusive venue shall lie in Cooke County, Texas.
11.12 Force Majeure. If the (a) Premises or any portion thereof shall be destroyed or damaged by fire or other calamity so as to prevent the use of the Premises for the purposes and during the period specified in this Agreement, or (b) if the use of the Premises by Vendor shall be prevented by act of God, strike, lockout, material or labor restrictions by any governmental authority, civil riot, flood or any other cause beyond the control of MDLC, then this contract shall terminate and Vendor hereby waives any claim against MDLC for damages by reason of such termination except that any unearned portion of the Rental Fee due hereunder shall abate, or, if previously paid, shall be refunded by MDLC to Vendor.
11.13 No Partnership. Nothing contained in this Agreement shall be deemed to constitute Vendor and MDLC partners or joint venturers with each other.
11.14 Joint and Several Liability. If more than one Vendor is named under this Agreement, the obligation of all such Vendors shall be, and is joint and several.
11.15 Entire Agreement. This Agreement embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporary agreements between the parties and relating to matters herein, and except as otherwise provided herein cannot be modified without written agreement of the parties hereto attached to and made a part of this Agreement.
11.16 Authority of Vendor’s Agent. By executing this Agreement, Vendor’s agent affirms that he or she has been authorized by Vendor to execute this Agreement and that all representations made herein with regard to Vendor’s identity, address, and legal status (corporation, partnership, individual, etc.), are true and correct.
11.7 Severability. If any provision of this Lease or the application thereof to any person or circumstances shall be invalid or unenforceable to any extent, the application of such provisions to other persons or circumstances and the remainder of this Lease shall not be affected thereby and shall be enforced to the greatest extent permitted by law.
VENDOR HEREBY ACKNOWLEDGES THAT THEY ARE NOT RELYING UPON ANY BROCHURE, RENDERING, INFORMATION, REPRESENTATION OR PROMISE OF MDLC, OR OF THE AGENT OR COOPERATING AGENT, EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT.