Black Makers Market
Vendor Agreement, Liability Waiver & Indemnification

This Vendor Agreement (this “Agreement”) is made on the date of Vendor’s completed online payment transaction for the vendor fee (the “Execution Date”).

Between:

1. Black Makers Market, a 501(c)(3) nonprofit organization as (the “Organizer”); and 

2. [●],the undersigned vendor as (the “Vendor”), 

in connection with participation in Organizer’s events (the “Event”).

1. Participation

Vendor agrees to participate in the Event as an independent vendor, responsible for their own products, services, setup, sales, and operations. Nothing in this Agreement creates an employer/employee, partnership, or joint venture relationship between Organizer, Vendor, or any third-party involved with the Event for any other purpose. Unless otherwise consented to by Organizer, Vendor shall not communicate or interact with any persons or entities in connection with pursuing business opportunities related to the Event in a manner that excludes the Organizer, where the Organizer’s involvement would reasonably be anticipated in light of the Event.

2. Compliance

Vendor agrees to comply with all applicable federal, state, and local laws, regulations, ordinances, and any Event rules or guidelines listed in Exhibit A – Event Rules/Guidelines or otherwise provided or notified by Organizer to Vendor.

3. Term

The term of this Agreement will commence upon the Execution Date and will remain in full force and effect until Vendor has performed and satisfied its obligations under this Agreement unless otherwise terminated in accordance with and pursuant to the other terms and conditions of this Agreement.

4. Release of Liability

Vendor acknowledges that participation in the Event involves inherent risks, including but not limited to theft, loss, damage, injury, illness, or accident. Vendor voluntarily assumes all such risks and hereby releases, waives, and discharges Organizer, its affiliates, and its and their officers, directors, employees, volunteers, contractors, partners, agents and other representatives from and against any and all claims (including third party claims), losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (except, in each case, to the extent directly resulting from the fraud, gross negligence or willful misconduct of Organizer): (a) this Agreement or (b) Vendor’s participation in the Event.

5. Indemnification

To the maximum extent permitted by applicable law, Vendor shall indemnify, defend, and hold harmless Organizer, its affiliates, and its and their officers, directors, employees, volunteers, contractors, partners, agents and other representatives from and against any and all claims (including third party claims), losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (except, in each case, to the extent directly resulting from the fraud, gross negligence or willful misconduct of Organizer):

(A) Vendor’s participation, or failure to participate, in the Event;

(B) Any injury to persons (including death) or damage to property caused by Vendor, Vendor’s agents, employees, contractors, or representatives;

(C) Vendor’s products, services, or operations; and

(D) Vendor’s failure to comply with this Agreement or applicable laws.

6. Insurance

Vendor shall, if requested by Organizer, obtain and maintain their own general liability insurance, product liability insurance, and other coverages in form and substance reasonably acceptable to Organizer. Vendor acknowledges and agrees that Organizer does not provide insurance coverage for Vendors.

7. Refunds & Cancellations

All Black Makers Market events are “rain or shine”. Vendor fees are non-refundable and non-transferable. No refunds or credits will be issued for Vendor cancellations. Refunds will only be provided if the Event is canceled by Organizer not due to circumstances outside the control of Organizer.

8. No Guarantee of Sales

Organizer does not guarantee or make any representation or warranty with respect to Vendor’s sales, exposure, or success at the Event. Vendor is solely responsible for all business transactions, tax obligations, and necessary permits/licenses.

9. Termination

Organizer reserves the right to deny, revoke, or terminate Vendor participation at any time if Vendor fails to comply with this Agreement or if Organizer determines in its reasonable discretion that Vendor has failed to comply with any rules or guidelines described in Section 2, without refund of fees paid. All provisions of this Agreement which are expressly or by implication to come into or continue in force and effect after the expiration or termination of this Agreement shall remain in effect and be enforceable following such expiration or termination, subject to the applicable statute of limitation.

10. Governing Law

All issues and questions concerning the application, construction, validity, interpretation, and enforcement of this Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Texas. The Parties hereby agree that any suit, action, or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, whether in contract, tort, or otherwise, shall be brought in a federal court of competent jurisdiction sitting in Travis County in the State of Texas, or, if such federal court does not have subject matter jurisdiction, a state court of competent jurisdiction sitting in Travis County in the State of Texas. 

11. Notices

All notices, requests and other communications hereunder shall be in writing (including electronic transmission) and shall be given to the party at the physical address or email address specified for such party in this ‎Section 11, or at such other physical address or email address as such party shall hereafter specify in a notice given in accordance with this ‎Section 11.  Each such notice, request or other communication shall be effective: (a) if personally delivered, on the date of such delivery; (b) if delivered by an internationally-recognized overnight courier, on the next business day after the date when sent; (c) if given by email, on the date sent (with written confirmation of receipt, whether from the transmitter’s machine or otherwise) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient, provided, however, that if the sender receives an “out of office” or similar automated message in return indicating that the message has not been delivered to the recipients, delivery by email shall not be deemed to have occurred or (d) if delivered by registered or certified mail, four (4) business days (or, if to an address outside the United States, seven (7) days) after such communication is deposited in the mail with first-class postage prepaid.

If to Organizer:

[Address] 11900 Jollyville Rd, #202614 Austin, TX 78759

Attention: [●] Black Makers Market

Email: [●] info@blackmakersmarket.org

If to Vendor:

[Address] 11900 Jollyville Rd, #202614 Austin, TX 78759

Attention: [●] Black Makers Market, Vendor Relations

Email: [●] info@blackmakersmarket.org

12. Miscellaneous

(a) This Agreement contains the entire understanding between the parties and supersedes any prior written or oral agreements between them. This Agreement shall not be modified or waived except by written instrument executed by both the Vendor and the Organizer (including by electronic means). Vendor’s completion of the online payment transaction for the Vendor fee shall constitute Vendor’s electronic execution of, and agreement to, the terms of this Agreement.

(b) In the event that any part of this Agreement shall be declared unenforceable or invalid, the remaining parts shall continue to be valid and enforceable.

(c) This Agreement shall inure to the benefit of and be binding upon the parties and their respective executors, administrators, personal representatives, heirs, assigns, and successors in interest. This Agreement is for the sole benefit of the parties, and nothing expressed herein or implied hereby will give or be construed to give any person or entity, other than the parties, any legal or equitable rights hereunder.

(d) This Agreement may not be assigned in whole or in part by Vendor or the rights granted to or obligations imposed upon Vendor transferred or sublicensed by Vendor, without the express prior written consent of Organizer.

(e) Either party’s waiver of, or failure to exercise, any right provided for herein shall not be deemed a waiver of any further or future right under this Agreement.

(f) Vendor covenants, warrants and represents that it shall comply with all laws and regulations applicable to this Agreement, and that it shall exercise due care and act in good faith at all times in performance of its obligations under this Agreement.

(g) The performance of the Agreement by Organizer is subject to acts of God, war, government regulation, disasters, fires, disease, strikes, terrorism or threats of terrorism, civil disorders, or other similar cause, including emergency or non-emergency conditions, beyond the control of the parties making it inadvisable, illegal, impossible, or impractical to hold the Event. The Agreement may be terminated by Organizer without penalty and with performance fully excused for any one or more of these reasons by written notice from Organizer to Vendor, which may be furnished via email.

(h) The individual completing the online payment transaction on behalf of Vendor hereby represents and warrants to Organizer that they are duly authorized to bind Vendor to the terms and conditions of this Agreement.

(i) Both parties have read the foregoing Agreement in its entirety and voluntarily agree to each of its terms with full knowledge thereof.

Acknowledgement and Consent

BY COMPLETING THE ONLINE PAYMENT TRANSACTION FOR THE VENDOR FEE, VENDOR ACKNOWLEDGES THAT VENDOR HAS READ, UNDERSTOOD, AND AGREES TO ALL TERMS OF THIS AGREEMENT, INCLUDING THE LIABILITY WAIVER IN SECTION 4, THE INDEMNIFICATION PROVISIONS IN SECTION 5, AND THE REFUND POLICY IN SECTION 7. VENDOR’S PAYMENT SHALL CONSTITUTE VENDOR’S ELECTRONIC ACCEPTANCE OF THIS AGREEMENT AS OF THE DATE OF SUCH PAYMENT. THE INDIVIDUAL COMPLETING SUCH PAYMENT ON BEHALF OF VENDOR REPRESENTS AND WARRANTS THAT THEY ARE DULY AUTHORIZED TO BIND VENDOR.