VENICE PRIDE BLOCK PARTY EXHIBITOR AGREEMENT

This is a legally binding contract. Please read it carefully.

This Venice Pride Block Party Exhibitor Agreement (the “Agreement”) sets forth the Agreement between You and Your organization (“Exhibitor”, “You”, or “Your”) and Venice Pride (“We”, “Us”, or “Our”) as a participant in the Venice Pride Block Party (the “Block Party”), which takes place at the Venice Beach Recreation Center located at Windward Avenue between Pacific Avenue and Windward Circle, Venice, CA 90291 on June 2, 2023 (the “Block Party Date”) from 5pm to 11pm as a Block Party Exhibitor.

1. Binding Effect. The signature on this Agreement binds all officers, members, agents, employees, volunteers and participants of Exhibitor (“Participants”) in the Exhibitor’s booth, and the person signing it represents and warrants that s/he has the authority to bind the Exhibitor to this contract. The Exhibitor agrees to inform its Participants about and make certain that they abide by all policies, regulations and guidelines concerning the Block Party, and agrees to follow the instructions of Venice Pride staff and volunteers.

2. Contract Term. This Agreement shall commence as of the date upon which this Agreement is executed by the Exhibitor and end on July 31, 2023 (“Term”).

3. Non-Discrimination. Signatory of this Agreement also represents and warrants that the Exhibitor does not discriminate in hiring, employment, participation or services rendered based on the fact or perception of a person’s race, color, creed, religion, national origin, ancestry, age, sex, sexual orientation, gender identity, domestic partner status, marital status, disability, or HIV status.

4. No Third-Party Sponsorships. Signatory of this Agreement also affirms that the Exhibitor is not sponsored by, and will not display or distribute logos, trademarks, products, advertising, or promotional materials from any third-party organization or business and does not represent or is not itself a franchise holder of a retail or wholesale chain corporation. Third parties, i.e. someone other than the named Exhibitor, may sponsor or participate with You only with the express written consent from Venice Pride, and such consent is in the sole discretion of Venice Pride. Such permission, if granted, may be limited by existing third-party sponsorship agreements and may include additional fees and conditions.

5. No Beverage Sales Permitted. Venice Pride has a separate beverage program and no exhibitor may sell or otherwise distribute beverages (whether alcoholic or non-alcoholic) of any kind at their booths. Exhibitors found to be in violation of these rules are subject to immediate expulsion from the site, with no refund of fees paid without prejudice to Venice Pride’s right to other claims or damages.

6. Right to Participate Revocable. Venice Pride has legal possession and control of the Block Party Site on the Block Party Date. Venice Pride reserves the right to remove any person or Exhibitor from the Block Party, who, in its sole discretion, hinders the safety or progress of the Block Party, or places other participants or spectators in physical danger, or whose participation is inconsistent with the purposes and objectives of the Block Party. Venice Pride additionally reserves the right to publish this signed agreement, in whole or in part, in support of its purposes and objectives. Venice Pride may remove any person, or Exhibitor for any reason, including but not limited to:

1. Exhibitor is found to have falsified any of the statements contained in the Application;


2. Exhibitor is found to have changed or added to the use described in this Application;


3. Exhibitor creates a nuisance to Venice Pride, its Licensees, and/or its Guests;


4. Exhibitor fails to follow the Venice Pride Exhibitor Guidelines; or


5. Exhibitor's use of the premises in any other way interferes with the orderly, safe, and successful conduct of the Block Party.

7. Exhibitor Duties and Conditions. The Exhibitor agrees, in addition to all the other terms of this Agreement:

1. To furnish all equipment (including portable power station for nighttime lighting after 8pm), inventory, supplies, and personnel necessary to the operation of her/his/their space;


2. Exhibitor agrees to occupy the space(s) assigned to her/him/them by no later than 4pm on the Block Party Date or risk being considered a "NO SHOW.”


3. Exhibitor agrees to operate the space(s) assigned to her/him/them from 4pm to 11pm on the Block Party Date or risk not being permitted to participate in Our future events.


4. Leave their space and surrounding area clean and clear of refuse, even in the event that weather problems or other force majeure events interrupt or force cancellation of the Block Party, using their reasonable discretion about whether it is safe to do so;


5. Sell only the item(s) described in the Application and to make no changes without the written consent of Venice Pride;


6. Comply with the Venice Pride Exhibitor Guidelines and the requests of its Board, Exhibitor Relations, Managers, staff, event volunteers, and security personnel before, during, and after the Block Party;


7. Exhibitor is solely responsible for calculating and reporting to the IRS, State and Local Governments all taxes arising from sale of applicable items.


8. Any exhibitor "NO SHOW" will:
   
   
   
   1. NOT be eligible for a fee refund;
   
   
   2. Space(s) not occupied by 4pm are subject to resale by Venice Pride, and;
   
   
   3. Exhibitor to whom the spaces were originally assigned may, at the sole discretion of Venice Pride, be relocated providing there is adequate additional space available.
   
   

8. Solicitation of Money at the Block Party. Exhibitors are not permitted to solicit funds at their booths without the express written permission of Venice Pride. Such permission, if granted, may include additional fees and conditions.

9. Photographs and Grant of Rights. The Exhibitor, and all Participants in the Exhibit Booth grant Venice Pride the right to take still or moving photographs, video, digital, audio, or other recordings (“Photographs”), and to reproduce, display, distribute, perform, digitize, transmit, broadcast and otherwise use those Photographs, in any and all media and manners now known or hereafter discovered throughout the world in perpetuity, in whole or in part, modified or altered, either by themselves, or in combination with other photographs or materials, The Photographs may be used by Venice Pride for any purposes whatsoever including without limitation, all promotional and advertising uses, on its web site, and for other purposes. The Exhibitor expressly agrees to inform its Participants that they are granting these rights in consideration of the opportunity to participate in the Block Party. The Exhibitor hereby forever releases and discharges Venice Pride from any and all claims, actions and demands arising out of or in connection with the use of the Photographs, including, without limitation any and all claims for invasion of privacy, publicity rights, defamation, trademark rights, and all other rights. The Exhibitor waives all rights to royalties, license fees, or other compensation related to the use of the Photographs.

10. Confidentiality. Each party agrees that during the course of this Agreement, information that is confidential or proprietary belonging to either party or to their third party suppliers may be disclosed to the other party, including but not limited to information with respect to all information, technical data, or know-how, including, but not limited to, that which relates to a disclosing party's research, products, hardware, software, designs, inventions, ideas, processes, drawings, business plans, product implementations, financial information, marketing techniques, business operation and systems, pricing policies, information concerning employees, customers, and/or vendors disclosed by one party to another in writing, orally, by inspection, or otherwise (“Confidential Information”). A party receiving Confidential Information from the other party shall not (i) disclose such Confidential Information to any third party or (ii) use such Confidential Information for any purpose other than is necessary to fulfill their respective obligations under this Agreement unless both parties agree to the disclosure and/or use in writing. Confidential information shall not include information that (a) is at the time of its disclosure, or became part of the public domain through a source other than the receiving party, (b) was known to the receiving party as of the time of its disclosure, (c) is independently developed by the receiving party without use or reference to the Confidential Information, (d) is subsequently learned from a third party not under a confidentiality obligation to the providing party or (e) is disclosed in accordance with the order or requirement of a court or regulatory authority, provided however, that the receiving party shall provide prompt notice thereof to enable the providing party to seek a protective order or otherwise legally prevent such disclosure. Each party shall not make any disclosure of the Confidential Information to anyone other than to its employees who have a need to know in connection with this Agreement. The rights and obligations of this Section “CONFIDENTIALITY” shall survive the Term of this Agreement.

11. Disclosure of Information. Venice Pride may be required to disclose financial information, contracts, information about salaries and other employee information, and other information to government agencies or otherwise, in Venice Pride's public federal and state tax returns, and elsewhere in accord with local, state and federal "sunshine" or other disclosure laws and regulations that now or may in the future apply to Venice Pride. You are hereby put on notice that Venice Pride may be required to disclose information that You provide to Venice Pride to government agencies and elsewhere pursuant to regulations, law, or subpoena. You hereby agree that Venice Pride may do so and further You agree that Venice Pride shall have no liability or obligation to You whatsoever when it does so in compliance with grants, or in response to government agencies, including but not limited to the Los Angeles Controller's office, the California Attorney General, or the Internal Revenue Service. You hereby fully and completely waive and release any all claims that arise from or are associated with Venice Pride's release of information pursuant to local, state, or federal rules, regulations, and laws, or under the terms of its agreements with government agencies.

12. Reliance on Data. Venice Pride shall be entitled to rely upon data, information, and representations provided by You. If any error results from incorrect data supplied by You, You shall be responsible for discovering and reporting such error and supplying the data necessary to correct such error to Venice Pride.

13. Trademarks, Trade Names, and Logos. Venice Pride reserves and retains all right, title, and interest in and to all Venice Pride trademarks and logos (the "Marks"), including but not limited to:

1. VENICE PRIDE^TM


2. GAYWATCH^TM


3. ROOSTERFISH^®; and

any other trademarks or logos in which Venice Pride may obtain statutory or common law trademark rights in the future, derivations thereof, and marks substantially similar thereto, whether or not such marks or logos are federally registered by Venice Pride. The Marks are licensed to You for Your use solely as set forth in the Agreement, and only for the benefit of and on behalf of Venice Pride; and are not licensed to You at all if not set out in the Agreement. Any and all licensed rights terminate at the end of the Agreement's Term. The Marks shall be used only in the form, style and type then prescribed by Venice Pride. You shall neither directly or indirectly obtain nor attempt to obtain any right, title or interest in or to Venice Pride's Marks, and You hereby expressly waive any right which You may have to do so. You recognize and acknowledge Venice Pride’s exclusive ownership of its Marks.

14. Limitation on Damages. Venice Pride shall make reasonable efforts to hold the Block Party, and to secure the necessary permits and funding to make the Block Party possible. Venice Pride does not guarantee the Block Party will be held, or that even if scheduled, that it will not be cancelled due to weather or any other circumstance, including the order of city, state, or federal officials, or any other reason in Venice Pride’s sole and absolute discretion. VENICE PRIDE IS NOT AND SHALL NOT BE HELD LIABLE TO EXHIBITOR (OR TO ANY PARTICIPANT OR OTHER PERSON CLAIMING RIGHTS DERIVED THEREFROM) IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND MISREPRESENTATION) OR OTHERWISE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, TO PERSON OR PROPERTY, ECONOMIC, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND AS A RESULT OF BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR OTHER TERM OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY FAILURE OF PERFORMANCE RESULTING FROM VENICE PRIDE PROVISION OF THE BLOCK PARTY, REGARDLESS OF WHETHER VENICE PRIDE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY OF SUCH DAMAGES. In the event that this section is held invalid for any reason whatsoever Venice Pride’s total, aggregate liability under this Agreement shall in no circumstance exceed a refund the total amount of fees (not to include any expense reimbursements) actually paid by Exhibitor to Venice Pride hereunder in full and complete satisfaction of any damages or loss arising from or related to any act or omission giving rise to such claim.

15. No Warranties. Except as otherwise expressly set forth herein, Venice Pride makes no warranties, guarantees, or representations of any kind, express or implied, with respect to the operation, capacity, speed, functionality, qualifications, or capabilities of the Block Party, services, goods or personnel resources provided hereunder, including, without limitation, any implied warranty of merchantability or fitness for a particular purpose.

16. Tort Claim Waiver. In addition to and not in limitation of any other provision of this Agreement, Exhibitor hereby knowingly, voluntarily, and intentionally waives any right to recover from Venice Pride any losses or damages in any action brought under tort theories, including, without limitation, personal injury, injury to property, negligence, misrepresentation, product liability, defamation, and/or arising from or relating to the quality or performance of the Services provided by Venice Pride, its directors, staff, volunteers, agents or other representatives hereunder.

17. No Personal Liability. Without waiver, and in addition to and not in limitation of any other provision of this Agreement, in the event that Venice Pride is found liable by any court of competent jurisdiction or agrees pursuant to mediation, settlement, or otherwise to pay for any damages whatsoever related to its performance of its obligations hereunder, such damages shall apply to Venice Pride only and not to any officer, director, employee, agent, representative, volunteer, or other person acting on behalf of Venice Pride.

18. Early Statute of Limitations. No lawsuit or other action may be brought by Exhibitor or any Participant on any claim or controversy based upon or arising in any way out of this Agreement or the Block Party after six (6) months from the earlier of (a) the date on which the cause of action arose regardless of the nature of the claim or form of action, whether in contract, tort (including, without limitation, negligence and misrepresentation) or otherwise, or (b) the end of the last day of the Block Party.

19. Injuries. You waive any rights to recovery from Venice Pride for any personal, property, or other injuries that You may sustain while performing services or providing goods in connection with the Agreement, including but not limited to injuries that are a result of Your negligence, omissions, misconduct or that of any of Your assistants, employees, agents, subcontractors, volunteers and others acting on Your behalf. You acknowledge Your obligation to obtain appropriate insurance coverage for Your services, goods, activities, and participation in relation to Venice Pride as set forth in the Insurance provision below.

20. Insurance. Unless this obligation is expressly waived in the Agreement, and during the term of the Agreement, You shall maintain the following types of insurance coverage:

1. General commercial or personal liability insurance in amounts not less than $1,000,000.00 per claim and $2,000,000.00 aggregate.


2. Vehicle insurance in the same amounts to cover any and all vehicles (including but not limited to cars, trucks, and motorcycles) used in connection with or under the Agreement; and


3. Workers compensation insurance to cover all Your employees.

Before beginning any services to or participation with Venice Pride You shall provide a declaration page as proof of such insurance to Venice Pride showing Venice Pride as an additional insured and, if required by Venice Pride, also naming the City and County of Los Angeles as additional insureds for the duration of the Block Party and preparation for it. Venice Pride shall not be liable whatsoever for any claim against Venice Pride that would otherwise have been covered by such insurance, and You shall defend, indemnify and hold Venice Pride harmless from all such claims. In addition, You shall surrender the proceeds of any insurance claim that is related to any claim against Venice Pride for which Venice Pride has been obligated to pay by settlement, judgment, or award.

21. Indemnification.

1. Scope. Each party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other party (the “Indemnified Party”), its affiliates, and their respective directors, officers, employees, agents, customers, volunteers, contractors, sponsors, funders, insurers, attorneys, successors and assigns, from and against any and all third-party claims, suits, or judgments, whether valid or invalid (each a “Claim”), and from all damages, liabilities, costs and expenses whatsoever (including reasonable attorneys' fees) (“Costs”) which the Indemnified Party shall incur, directly or indirectly, arising from or in connection with any matter contemplated herein or in the Agreement, including without limitation: (a) any claim or action for or relating to personal loss, injury, death, property damage or otherwise suffered by participants, spectators or others (or their relatives) at or in preparation for or clean-up after the Block Party; (b) in connection with provision of services or goods under the Agreement; or (c) any payment owed by the Indemnified Party to third parties involved with the Block Party or provision of services or goods in connection with the Agreement. Nothing herein provides any indemnification by one party to the other party to the Agreement for the Indemnified Party’s breach, misrepresentation, or nonperformance under the Agreement. The obligations set forth in this paragraph shall survive termination of the Agreement.


2. Indemnification Procedure. The Indemnified Party shall tender to the Indemnifying Party reasonably prompt written notice of the existence of any Claim or Costs that it desires for the Indemnifying Party to defend and indemnify the Indemnified Party. In the event that the Indemnified Party asserts any Claim for defense and indemnity against the Indemnifying Party, the Indemnifying Party shall have the obligation to timely defend the Indemnified Party from any such Claims with counsel of the Indemnifying Party’s choice at the Indemnifying Party’s sole cost and expense. In any such action or proceeding, the Indemnified Party also shall have the right to retain its own counsel, at its sole cost and expense. In the event the Indemnifying Party fails to timely defend the tendered Claim, the Indemnified Party may retain its own counsel to defend the Claim, at Indemnifying Party's sole cost and defense until the Indemnifying Party assumes defense of the Claim with and by its own counsel. The parties shall cooperate in the defense of all third-party claims which may give rise to an indemnifiable Claim hereunder.

22. Assignment. Your obligations under this Agreement may not be assigned or transferred to any other person, firm, corporation, or entity without the prior written consent of the Venice Pride.

23. Dispute Resolution.

1. Alternative Dispute Resolution. The Parties agree to meet and confer in good faith to attempt to resolve any dispute arising out of or related to this Agreement, which conference may be held in person or by teleconference or video conference. Nothing herein shall limit a party's right to seek injunctive relief in the courts, separate and apart from these alternative dispute resolution provisions, to stop any unauthorized use of any intellectual property (including trade secrets) beyond the scope of or in breach of permitted uses set out in this Agreement, if any.


2. Mediation. Disputes that are not resolved by meeting and conferring, and that exceed the jurisdiction of small claims court, shall be submitted to mediation in Los Angeles, California as quickly as a mediator is available but not longer than forty-five days after one party’s written mediation demand to the other. Mediation shall be held under a mutually agreeable mediator, or, if one cannot be found, under the rules of JAMS ("JAMS"). Each party shall bear its own costs of mediation. Each may have counsel present and shall bear their own attorney’s fees, if any, unless otherwise agreed.


3. Arbitration. If the dispute cannot be resolved by mediation, and it exceeds the jurisdictional limits of small claims court, the dispute shall be submitted to binding arbitration in Los Angeles as quickly as an arbitrator is available but not longer than ninety days after the unsuccessful mediation. The arbitration shall be held under only one mutually agreeable arbitrator, or, if one cannot be found, under the rules of JAMS (“JAMS").
   
   
   
   1. It is agreed that the arbitrator may order limited discovery, including initial disclosures consistent with the initial disclosure provisions of F.R.C.P. Rule 26, document production, and no more than one party deposition and one non-party deposition for each side. It is agreed that the arbitrator shall be empowered and permitted to grant preliminary and permanent equitable relief in addition to awarding damages. Each shall have the right to be represented by counsel arbitration if that party so desires. The Parties shall keep confidential the existence of the claim, controversy or disputes from third parties (other than the arbitrator and persons who will or are likely to appear as witnesses in the arbitration), and the determination thereof, unless otherwise required by law or necessary for the business of Venice Pride.
   
   
   2. The arbitrator shall be required to apply applicable law. The arbitrator may not revise or alter the terms of this Agreement. The arbitrator shall not have the right to award punitive damages, consequential damages, lost profits or speculative damages to either party, and may award only reasonable attorneys' fees. The Parties agree to abide by all decisions and awards rendered in the arbitration. Decisions and awards rendered by the arbitrator, including any decision about which party shall pay costs and/or attorneys’ fees, shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution for its collection. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.
   
   

24. Transmission of Data. If the Block Party or preparation for the Block Party require transportation or transmission of data between Venice Pride and Exhibitor, the responsibility and expense for transportation and transmission of, and the risk of loss for, data and media transmitted between Venice Pride and the Exhibitor shall be borne by the Exhibitor; provided, however, that no Party shall be liable for any loss resulting from the other Party’s gross negligence, willful misconduct or other bad faith action or omission.

25. Force Majeure. Venice Pride shall not be liable for a delay in the Block Party or its performance of its obligations and responsibilities under this Agreement due to causes beyond Venice Pride’s reasonable control, including, without limitation, weather, interruption or failure of telecommunication or digital transmission links, war, strikes, lockouts or work stoppages or other labor difficulties, supplier failures (including failure of performance of any carrier), energy failures, embargo, national, regional, or local emergency, insurrection or riot, acts of the public enemy, fire, flood, or other natural disaster, vandalism, explosion, any federal, state or municipal law, order, regulation, direction, action or request, breaches or delays, damage to or destruction in whole or in part of the streets, sidewalks, civic center, telephone or cable lines or electrical energy systems, inability to obtain telephone or cable service or electricity, or damage to or destruction in whole or in part of any components essential to connection to the Internet or any other causes, contingencies, or circumstances within or without the United States not subject to Venice Pride’s complete control which prevent or hinder the Block Party or Venice Pride’s performance under the terms of this Agreement or make the fulfillment of this Agreement impracticable (a “Force Majeure Event”). If performance or timely performance is made impracticable or impossible by the occurrence of Force Majeure Event, Venice Pride shall not be deemed to have breached this Agreement. Further, in the event that Venice Pride is unable to meet its obligations hereunder because of such Force Majeure Event, and the Block Party is cancelled, Venice Pride shall have no obligation to reschedule it or to refund any fees paid to it hereunder.

26. Construction. In the event of any dispute between the Parties, this Agreement shall be construed as a whole, shall be interpreted in accordance with its fair meaning, and shall not be construed strictly for or against either Party as the drafter thereof or otherwise (both Parties acknowledging that Exhibitor has been advised to consult with an attorney regarding the terms and conditions of this Agreement prior to execution of this Agreement). Section headings are for convenience only and shall not be used to interpret the meaning of any provision or term of this Agreement.

27. Events of Default. It shall be an event of default hereunder by Venice Pride if Venice Pride materially breaches this Agreement, and such breach remains uncured for a period of thirty (30) days after written notice thereof from You to Venice Pride. It shall be an event of default hereunder by You if (a) You fail to pay any sums when due pursuant to this Agreement, within thirty (30) business days of receipt of written notice that such payment is overdue; (b) You materially breach this Agreement, and such breach remains uncured for a period of thirty (30) days after written notice thereof from Venice Pride to you, (or, in the case of a breach relating to obligations set forth in Sections 1, and Sections 2 thru 28 herein, such breach is not cured in five (5) days); or (c) You are adjudicated as insolvent, or declare bankruptcy, or file, or have filed against you, any petition in bankruptcy, or fail to continue Your business.

28. No Modifications; Entire Agreement. This Agreement may be modified only by a written agreement signed by each Party. This Agreement constitutes the entire agreement between the Parties with respect to the Block Party and supersedes all prior agreements between the Parties. Failure or delay to exercise any right or remedy available under this Agreement shall not act as a waiver of any other right or remedy, nor shall any single or partial exercise of any right preclude any other or further exercise thereof. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provisions, whether similar, nor shall any waiver constitute a continuing waiver of any such right or remedy. No waiver shall be binding unless executed in writing by the Party waiving any such right or remedy. All remedies shall be cumulative and non-exclusive.

29. Successors. This Agreement shall be binding upon each Party and its successors and assigns and shall inure to the benefit of each Party and to its successors and assigns. The Exhibitor may not assign any of its rights, duties or obligations under this Agreement without the prior written consent of Venice Pride, provided, however, that the Exhibitor may assign its rights, duties or obligations under this Agreement in the event of a Change of Control (as defined below) of Exhibitor, so long as Venice Pride’s rights, duties or obligations under this Agreement are not materially and adversely affected. The term “Change of Control” shall refer to (a) the liquidation, winding-up or dissolution of the Exhibitor, whether involuntary or involuntary, (b) the sale of all or substantially all the assets of the Exhibitor, or (c) the sale, merger, or consolidation of the Exhibitor in which the holders of the securities of the Exhibitor immediately prior to such transaction(s) hold less than fifty percent (50%) of the voting power of the surviving entity after such transaction(s). Any reorganization of the Exhibitor for the sole purpose of incorporation in another state shall not be deemed a Change of Control.

30. General Provisions. This, along with the Agreement, and any other Schedules attached hereto, constitutes the Parties’ entire Agreement. These General Terms and Conditions apply to all of Venice Pride's contracts and contractors. It supersedes any and all prior agreements whether written or oral and may be amended only by a separate writing. Any document referred to herein is incorporated by reference. No waiver or amendment, including those by custom, usage of trade or course of dealing, of any provision of this Agreement will be effective unless in writing. One party’s waiver of any default or breach under this Agreement by the other shall not constitute a waiver of any subsequent default or breach. This Agreement shall be construed using the laws of the State of California, except as they apply to conflicts of law. The language in all parts of this Agreement shall be construed as a whole in accordance with its fair meaning, not for or against any party, and without regard to any statutes which provide for the language of an agreement to be construed against the drafter. If any provision of this Agreement is determined to be unenforceable, that provision shall be severed, and all other provisions shall remain in effect. The Parties consent to the jurisdiction of any federal or state court within Los Angeles, California. This Agreement shall bind and be for the benefit of the Parties and their heirs, fiduciaries, successors and assigns, subject to the restrictions on assignment set out above. Correspondence will be to the Parties at the addresses on the front page of the Agreement, or to such other places that the Parties designate from time to time in writing. No party hereto has relied upon any other promise, representation or warranty, other than those contained herein, in executing this Agreement. The person signing this Agreement represents and warrants that s/he has the authority to sign it and to bind any company on whose behalf s/he purports to sign. This Agreement may be signed in counterparts, which together shall constitute one contract. Faxed document or electronic document signatures shall be construed to be as valid as originals.

31. Survival. The provision of sections 9 through 31 shall survive termination of this Agreement.

Exhibitor indicates its understanding and acceptance of this Agreement by checking the box on the Venice Pride Block Party Registration webpage next to the statement, “I have read and agree to the Venice Pride Block Party Exhibitor Agreement.” You understand by checking the box You are affixing Your electronic signature on behalf of Exhibitor to this Agreement.

By Your electronic signature You acknowledge that You have read and clearly understand the information contained in this Agreement and the responsibilities accorded to You as a participating Exhibitor at the Venice Pride Block Party. You understand that You may cancel Your application, in writing for any reason, prior to 60 days before the Block Party Date. You understand that if Your application is canceled prior to 30 days before the Block Party Date, You will receive a full refund, to be paid within two weeks following the Event.

You further understand that if this application is canceled by You or Your organization for any reason, within 30 days of the Block Party Date, no fees paid will be refunded.

You understand that no refund request may be made on or after May 5, 2023.

You understand that no exhibit space may be reassigned to a third party without the express written approval of Venice Pride.

Updated: April 14, 2023