DENVER FLEA VENDOR AGREEMENT
This Vendor Agreement (this “Agreement”) is entered into by you, the vendor, (hereinafter, “you” or “Vendor”) and Roost Companies LLC (dba Denver Flea) and sets out the terms and conditions governing your participation in the Denver Flea markets (each, an “Event”). By participating as a vendor at any Event you acknowledge that you have read and agree to the terms set out below.
Application & Payment: In order to participate in any event (even if you have participated in prior Events) Vendor must fill out an application for each Event (each an “Application”) specifying the details of your requested participation in the Event, and send in the required payment. Additional details relating to the Event(s) can be found in the FAQ. Applications will not be considered until payment is received. Space is limited and Denver Flea reserves the right to accept or reject any Vendor at its sole discretion. When and if Vendor’s Application is accepted, Vendor will be notified via email.
Services: Denver Flea reserves the right to assign Vendor a designated spot within the Event as it sees fit. Denver Flea cannot guarantee that Vendor’s assigned spot will be free from structural or architectural obstructions. Vendors needing electricity or health permits will be charged an additional fee. Each Vendor will receive wristbands for staff to gain access to the Event.
Term: This Agreement commences upon your completion of the Application to be a vendor at any Event(s) and shall continue in effect through your participation in such Event(s), unless otherwise terminated in accordance with the terms contained herein.
Liability: Denver Flea 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). Denver Flea’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 Denver Flea 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 Denver Flea 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 any Event, and agrees to indemnify, defend, and hold Denver Flea (and its officers, employees, agents, vendors, affiliates, and representatives) harmless against any claims arising out of or related to Vendor’s participation in any Event, including for claims arising out of Vendor’s negligent actions or omissions.
Insurance: Vendor represents that it has, or will have at the time of the Event, appropriate insurance to cover liability for the types of activities Vendor will conduct at the Event.
Representations and Warranties: Denver Flea makes no representation, guarantee, or warranty with respect to any Event. All warranties, express or implied, are hereby disclaimed, including, without limitation, the warranties of marketability and fitness for a particular purpose. Denver Flea 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:
- By Vendor: If Vendor needs to cancel, they must notify Denver Flea by email to email@example.com. If cancellation notification is received more than 45 days before the Event, Vendor will receive a full refund, minus the $25 application fee. If Vendor cancels within 45 days of the Event, they will receive a 50% refund. Any cancellations within two weeks of the event will not receive a refund. By cancelling, Vendor forfeits their spot at the Event.
- By Denver Flea: If a cancellation of the Event by Denver Flea is necessary due to unforeseen circumstances, acts of a third party, or other circumstances which (in Denver Flea’s sole judgment) may compromise the safety of Event participants, then the Event will not be rescheduled and there will be no 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 Denver Flea Only the accepted Vendors will be allowed to sell or distribute their goods or services, and/or conduct activities at the Event.
- Termination for Convenience: This Agreement may be terminated by Denver Flea at any time, with or without cause, immediately upon notice to the Vendor.
- 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:
- 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. Denver Flea reserves the right to decline, prohibit, or expel any Vendor exhibit, or prevent any activity, displays, product, or conduct, which (in Denver Flea sole judgment) is out of keeping with the character of the Event or endangers the venue, any attendee, or other vendors.
- Vendor and its agents, employees, personnel, and/or independent contractors who participate in the Event agree to be bound by this Agreement and shall comply with its terms and all Event rules, regulations, and directives as may expressed to Vendor by Denver Flea in any way at any time. The terms of this Agreement, including any limitations and waivers, inures to the benefit of Denver Flea and its affiliates and Event co-producers and sponsors.
- The relationship of Vendor to Denver Flea is that of an independent contractor, and nothing contained in this Agreement will be construed as creating a partnership, joint venture, employment relationship, agency, or other relationship between the parties, or to make Denver Flea liable for the debts or obligations of Vendor.
- The validity, interpretation, construction, and enforcement of this Agreement will be governed and controlled by the laws of the State of Colorado, without regard to its choice of law principles. Any dispute arising out of or related to this Agreement must be brought in federal or state court in Denver County and the parties hereby consent to the exclusive jurisdiction and the venue of such forum. The prevailing party in any such action shall be entitled to receive from the other its costs and expenses (including reasonable attorneys fees) in addition to any other relief it may be entitled to.
- This Agreement, any Event rules and regulations provided to Vendor by Denver Flea or Denver Flea’s 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.
- 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.
- No amendment or revision to this Agreement shall be effective unless agreed to in writing by Denver Flea
- This Agreement is non-exclusive and Denver Flea reserves the right to contract with other vendors for the Event.
- Any delay or failure by Denver Flea 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.