VENDOR AGREEMENT

Northwest Pet Resort’s Best Friends Market

This Vendor Agreement (“Vendor Agreement”) is incorporated with the Northwest Pet Resort Best Friends Market Vendor Terms and Conditions (the “Agreement”). All capitalized terms used herein and not otherwise defined shall have the same meaning as set for in the Agreement. Incomplete or inaccurate information may result in discontinuation of Vendor’s participation in the Event.

I agree that I, Vendor, am responsible for providing my own event materials (tent, tables, etc.). I agree that each tent will be weighted immediately upon set up with sufficient weight (minimum 25 lbs.) on each leg to prevent movement. I understand attempting to operate without the appropriate weights I, Vendor, will be asked to collapse my tent or booth.

Load in and out must take place in accordance with the prearranged schedule, routes, and procedures. We will have staff to help with where to park for load in and load out. Failure to arrive at the designated time may result in a loss of vehicular access. Vehicles must promptly leave the grass area once delivery or pick up has been made. Please finish setup after your vehicle is parked to help with congestion.

Load in time: 1pm. Vehicles need to be out of the load in areas by 2:15pm

Load out time: 8:01pm

NORTHWEST PET RESORT’S BEST FRIENDS MARKET

VENDOR TERMS AND AGREEMENT

This Agreement, by and between you (“Vendor”) and Northwest Pet Retreat, LLC, an Idaho limited liability company (“Organizer”), sets forth the terms and conditions whereby Vendor will be permitted to sell certain goods at the Best Friends Market (“Event”), subject to the terms and conditions listed herein. Vendor and Organizer may be referred to herein individually as a “Party” and collectively as the “Parties”

In consideration of the mutual promises and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Organizer agrees to provide space for the Vendor at the Event, which space shall be chosen in advance (“Exhibit Space”). Organizer agrees to provide the following minimum amount of square footage of Exhibit Space for Vendor: 10x10. Based upon availability, Vendor may request two or more Exhibit Spaces for an additional fee.

2. Vendor shall not, without advance written consent of Organizer, sublet the Exhibit Space. Distribution of materials from any other business is strictly prohibited. Exhibit Spaces must be staffed during all public show hours.

3. No political, campaign or controversial material may be distributed from any exhibit area or exhibit space. Other show brochures, flyers, newspapers, or free handouts must have Organizer’s express approval before being distributed or posted. Organizer reserves the right to require that Vendor remove prohibited or controversial material at any time if displayed by Vendor without Organizer’s prior approval.

4. Organizer has the complete and final authority to terminate this Agreement at any time during move-in or Event hours, resulting in a loss of all rentals paid and forfeiture of all rights obtained by the provisions of this Agreement, if Organizer deems it necessary, in its sole and absolute discretion, that such termination is necessary for the safety of Organizer’s staff and/or the overall security of the Event.

5. Vendor shall be responsible for maintaining the Exhibit Space provided by the Organizer in a clean and orderly manner. The Vendor shall be responsible for all trash removal at the close of the Event each day and shall surrender the Exhibit Space in the same condition as it was at the commencement of Vendor’s occupation. If the Vendor does not keep the Exhibit Space clean, the Organizer may undertake the cleaning services and charge the Vendor a cleaning fee not to exceed $200.

6. SALES - All sales will be made directly by Vendor. There will be no commission charge by Organizer on Vendor sales. All Vendors are responsible for collection and payment of local Idaho Sales Tax. Vendor may obtain an Idaho Sales Tax I.D. number by calling (800) 972-7660 or (208) 769-1500. To receive a temporary “Event Tax #,” complete the online registration form that will accompany the confirmation of acceptance email. Food and beverage exhibitors must obtain a permit from the Panhandle Health Department by completing online or calling (208) 667-9513.

7. Pursuant to Idaho Code § 63-3620C and Idaho Admin. Code. r. 35.091.02.130, Organizer is providing Vendor with an Idaho Sales Tax Declaration Form ST-124 (“Form ST-124”). See Attachment A. Vendor shall promptly complete the relevant portions of Form ST-124 and return to Organizer no later than the date of the Event. If Vendor fails to complete and return Form ST-124, Organizer must report to the Idaho State Tax Commission Vendor’s business name, address, phone number, and names of individuals who own or operate the business.

8. Refunds: If Vendor cancels its reservation for the Event, Vendor’s booth reservation fee is non-refundable. Organizer may, at its discretion, choose to cancel the Event for situations beyond Organizer’s control. If this occurs, Vendor’s Event Space fees will be applied to a future event or refunded upon request. Organizer will not be liable for damages or loss of income resulting from the Event's cancellation.

9. Vendor is responsible for compliance with all federal, state, and local laws, regulations, orders, and requirements applicable to Vendor’s participation in the Event, including but not limited to obtaining any required licenses or permits and payment of taxes. Vendor will be liable for all obligations resulting from noncompliance and will indemnify and hold harmless Organizer from any and all costs and/or expenses (including attorneys’ fees) involved in addressing or defending any matters arising in whole or in part from Vendor’s sale of products or services.

10. Vendor shall, at its own expense, secure and maintain insurance adequate to protect it from bodily injury, including death, and property damage for the entire duration of the Event. All such insurance shall be written on an occurrence basis. Claims made policies are not acceptable and do not constitute compliance with Vendor’s obligations under this paragraph. Vendor shall provide a certificate of such insurance to Organizer upon request.

11. Vendor expressly assumes all risks associated with, resulting from, or arising in connection with Vendor’s participation or presence at the Event, including, without limitation, all risks from theft, loss, harm, damage, or injury to the person (including death), property, business or profits of Vendor, whether caused by negligence, intentional act, accident, act of God, or otherwise. Vendor has sole responsibility for its property and for any theft, damage, or other loss to such property, including any subrogation claims by its insurer. In the event Vendor ships property to Organizer’s facility in preparation for the Event, Organizer accepts no responsibility, nor is any bailment created, for property delivered by or to Vendor. Organizer shall not be liable for, and Vendor hereby releases from and covenants not to sue Organizer with respect to any and all risks, thefts, losses, damages, and liabilities described in this paragraph.

12. Organization and its officers, employees, agents, and representatives shall not be responsible for any loss, damage, or injury to person or property that may be suffered by Vendor, or the Vendor’s officers, employees, agents or representatives, from any cause whatsoever arising out of Vendor’s participation in the Event prior, during, or subsequent to the period covered by the Vendor Agreement, excluding that caused by or resulting from the gross negligence or willful misconduct of Organizer and its employees and representatives. Vendor agrees to indemnify, hold harmless and defend Organizer, its respective members, officers, directors, agents, and employees from and against any and all liabilities, damages, actions, costs, losses, claims and expenses (including attorneys’ fees), on account of personal injury, death or damage to or loss of property or profits arising out of or resulting in whole or in part from any act, omission, negligence, fault or violation of law or ordinance by Vendor or Vendor’s employees, agents, sub-contractors, invitees or any other person entering the Event with Vendor’s implied or express permission.

13. Organizer makes no representations or warranties, express or implied, regarding the number, quality, or character of persons who will attend the Event or regarding any other matters. Furthermore, except as expressly set forth in this Agreement, ORGANIZER MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY WHATSOEVER AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED BY ORGANIZER TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

14. IN NO EVENT SHALL ORGANIZER OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, REPRESENTATIVES, AFFILIATES, OR ASSIGNEES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH THEIR ACTS OR OMISSIONS FOR ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE; (B) WHETHER OR NOT ORGANIZER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN NO EVENT SHALL ORGANIZOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO A BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO ORGANIZER PURSUANT TO THIS AGREEMENT AND THE VENDOR AGREEMENT. CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT MUST BE MADE IN WRITING WITHIN THIRTY (30) DAYS AFTER THE LAST DAY OF THE EVENT, AND FAILURE TO GIVE SUCH NOTICE SHALL CONSTITUTE A WAIVER OF SUCH CLAIMS.

15. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement and said invalid, illegal, or unenforceable term shall be deemed to not be a part of this Agreement.

16. Vendor is solely responsible for ensuring that its Exhibit Space fully complies with the Americans with Disabilities Act and shall defend, indemnify, and hold Organizer harmless from any consequence or liability for any failure by Vendor to do so.

17. This Agreement shall be exclusively governed by, and construed and enforced in accordance with, the laws of the state of Idaho without reference to its choice of law doctrine. Vendor agrees that the sole jurisdiction and venue for any dispute arising from or relating to this Agreement shall be an appropriate court in Kootenai county, Idaho.

18. Vendor and Organizer acknowledge and agree that they are independent contractors with respect to each other, and nothing herein shall create any association, partnership, joint venture or agency relationship between them. Neither Vendor nor Organizer has any right or authority to assume or to create any obligation or responsibility on behalf of the other except as otherwise provided herein.

19. This Agreement, together with the Vendor Agreement incorporated by reference herein, represents the entire agreement between Parties and supersedes any other understanding between Vendor and Organizer concerning the subject matter herein.

20. Vendor agrees that it has read and understands Organizer’s terms and conditions for the Event. Vendor agrees to abide by all of Organizer’s terms, conditions, and decisions at all times and without objection.

I have carefully READ this Agreement and fully UNDERSTAND its content.