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As a condition to its participation in the Uptown Farmers Market and/or Gather Arizona Express, Vendor expressly acknowledges and agrees to the following:
1. Fee Structure. Vendor agrees to remit the following fees to Gather Arizona, LLC (“Gather Arizona”):
2. Proof of Insurance. Prior to Vendor’s first day participating in either the Uptown Farmers Market and/or Gather Arizona Online Market, Vendor must provide Gather Arizona with proof of commercial general liability insurance in an amount not less than $1,000,000 per occurrence for property damage, bodily injury and personal injury with an insurance carrier acceptable to Gather Arizona. Gather Arizona and North Phoenix Baptist Church shall be named as an additional insured on Vendor’s general liability insurance policy and, upon request, Vendor shall deliver to Gather Arizona a certificate of insurance and endorsement of additional insured evidencing such coverage.
3. Proof of Licensing (Non-Food Vendors Only). Prior to Vendor’s first day at Uptown Farmers Market and/or Gather Arizona Express, Vendor must provide Gather Arizona with a copy of Vendor’s Phoenix Business License along with any other applicable license, permits, and other items required by the City of Phoenix and/or the Maricopa County Health Department, phone: 602-506-6872.
5. Ownership. Vendor acknowledges that Gather Arizona is the owner of all right, title, and interest in and to all Uptown Farmers Market trademarks, logos, and names including, without limitation, GATHER ARIZONA®, GATHER ARIZONA EXPRESSTM, UPTOWN FARMERS MARKETTM, and VEGGIE VALETTM (“Uptown Property”). Any use of the Uptown Property by Vendor shall be subject to review and approval by Gather Arizona. For the avoidance of doubt, nothing in this Gather Arizona should be construed as granting, by implication or otherwise, any license or right to use any of the Uptown Property without prior written approval from Gather Arizona.
6. Vendor Warranties. Vendor warrants that its participation at Uptown Farmers Market and Gather Arizona Express shall be performed in a professional manner, consistent with industry standards and in accordance with the Gather Arizona and the Rules and Regulations, which are hereby incorporated by reference. Vendor warrants that its participation in Uptown Farmers Market and Gather Arizona Express shall comply with all applicable laws and regulations, as well as any city ordinances. Vendor warrants that the goods and services it offers and sells (“Vendor Products”), and the intellectual property, logos, advertisements, and/or trade names it uses (“Vendor Marks”) do not and shall not infringe, violate and/or misappropriate any third party’s rights. Vendor warrants that it has all the rights, power, and authority necessary to display, use, offer, and sell the Vendor Marks and the Vendor Products.
7. Indemnification. Vendor agrees to defend, indemnify, and hold harmless Gather Arizona and its affiliates, managers, members, employees, and representatives from and against any and all loss, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees), incurred in connection with any claims, allegations or suits, regardless of merit or outcome, arising from or relating in any way to: (a) Vendor’s participation in Uptown Farmer’s Market and Gather Arizona Express, including but not limited to the acts, omissions, sale of goods, and provision of services at Uptown Farmers Market and Gather Arizona Express of or by Vendor or its employees, agents, representatives or guests (collectively, “Vendor Parties”), including, without limitation, injury or illness to market customers or damage to North Phoenix Baptist Church, (b) any breach by a Vendor Party of any provision of the Gather Arizona and/or the Rules and Regulations, (c) any violation by a Vendor Party of any applicable law, regulation, or rule, (d) any action undertaken by a Vendor Party that is outside the scope of Vendor’s authority under the Gather Arizona and/or the Rules and Regulations, and (e) any infringement or other misappropriation by a Vendor Party of any third party’s intellectual property rights.
8. Responsibility for Taxes. Gather Arizona shall not be responsible for withholding or paying any income, payroll, social security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on Vendor’s behalf. Vendor shall be solely responsible for, and shall indemnify Gather Arizona and its affiliates from and against, any such taxes or contributions, including penalties and interest. Notwithstanding the foregoing, certain legislation applying to state administered sales taxes, commonly known as “marketplace facilitator” laws may require Gather Arizona to collect and remit taxes directly to the taxing authority for sales made through Gather Arizona Express based on product descriptions provided by Vendor.
9. Modification; Right to Terminate Vendors Participation. The Gather Arizona and the Rules and Regulations may be amended or modified by Gather Arizona in its sole and absolute discretion. Unless otherwise indicated by Gather Arizona, any such amendment or modification shall be effective immediately upon notice to Vendor, including, without limitation, notice provided via signage proximately displayed at Uptown Farmers Market and/or notification(s) provided on the Gather Arizona Express website. Gather Arizona reserves the right to immediately terminate Vendors participation at Uptown Farmers Market and/or Gather Arizona Express for any or no reason, without liability of any kind. Upon such termination, Vendor must immediately remit to Gather Arizona any accrued but unpaid fees owed to Vendor pursuant to Section 1, above.
10. DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPTOWN FARMERS MARKET AND GATHER ARIZONA EXPRESS ARE PROVIDED "AS IS" WITHOUT WARRANTIES, CONDITIONS, REPRESENTATIONS OR GUARANTIES OF ANY KIND, EITHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. GATHER ARIZONA DOES NOT WARRANT THE OPERATION OF UPTOWN FARMERS MARKET AND/OR THE GATHER ARIZONA EXPRESS WEBSITE WILL BE ERROR FREE. VENDOR’S PARTICIPATION IN THE UPTOWN FARMERS MARKET AND GATHER ARIZONA EXPRESS IS AT ITS OWN RISK AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, GATHER ARIZONA WILL HAVE NO LIABILITY TO VENDOR FOR ANY LOSS, DAMAGES OR CLAIMS ARISING FROM VENDOR’S PARTICIPATION IN THE UPTOWN FARMERS MARKET AND/OR GATHER ARIZONA EXPRESS.
11. Basis of the Bargain. Vendor acknowledges that the fees have been set, and its participation in the Uptown Farmers Market and Gather Arizona Express is approved, in reliance upon the limitations of liability, remedies, and disclaimers of warranties and damages set forth herein, and that all such limitations and exclusions form an essential basis of the bargain between Vendor and Gather Arizona.
12. Governing Law; Venue. The Gather Arizona and the Rules and Regulations shall be governed by the laws of the State of Arizona without regard to its conflict of law principles. Vendor irrevocably consents to the nonexclusive jurisdiction and venue of the state and federal courts located in the State of Arizona.
If you have any questions about the 2024 Gather Arizona Vendor Agreement, or the Rules and Regulations, please contact:
Bo Mostow, Market Manager, Gather Arizona, LLC, email firstname.lastname@example.org, or call 602-859-5648.