Updated as of June 7, 2018
This Merchant Space Rental Agreement (the “Agreement”) is between:
- ARTISTS & FLEAS CALIFORNIA, LLC (“A&F”), a New York limited liability company, with offices at 594 Broadway, Suite 606, New York, NY 10012;
- and MERCHANT as indicated on your submitted on-line Application (“you” or “Merchant”).
This Agreement shall not bind A&F or Merchant unless and until (1) Artists & Fleas offers you a space at the Market by sending you an “Offer E-mail”; and (2) you accept Artists & Fleas’ offer to participate in the Market by paying the Rental Fee in accordance with the Offer E-mail (the “Binding Conditions”). IMMEDIATELY UPON THE SATISFACTION OF THE BINDING CONDITIONS, THIS AGREEMENT SHALL AUTOMATICALLY BECOME AN EFFECTIVE AND BINDING CONTRACT BETWEEN A&F AND Merchant.
The term “Agreement” as used herein includes and incorporates herein the information, terms and conditions contained within (i) the Application (ii) A&F’s Offer E-mail; (iii) A&F’s Confirmation E-mail to you (the “Confirmation Email”); (iv) this Merchant Space Rental Agreement as posted on the Artists & Fleas website; and (v) the Merchant Rules & Regulations posted on the Artists & Fleas A&F website (the “Rules & Regulations”). This Agreement sets forth the entirety of the parties’ respective rights and obligations in connection with Merchant’s operation of a booth space at an A&F’s Los Angeles Market located at 1010 Abbot Kinney Blvd, Venice, California 90291 at the Westminster Avenue Elementary School (the “Westminster Market”), each referred to herein as a “Market”.
(1) Creation of Binding Agreement. This Agreement shall not bind A&F in any way unless and until (i) A&F has sent Merchant the Offer E-mail, which A&F may or may not send in its sole discretion and (ii) Merchant has accepted the offer by payment of the Rental Fee as set forth below. The Offer E-mail, if sent, will set forth the dates on which A&F has conditionally approved you to operate a booth at the Market (the “Term”). The date of the Offer E-Mail shall be deemed the “Effective Date” of this Agreement. A&F operates rain or shine.
(a) Rental Fee. To bind this Agreement and reserve a booth for the Term you must pay the required “Rental Fee” (which shall include the Space Rental Fee + any Equipment Rental Fee) in the amount, manner and within the time frame set forth in the Offer E-mail. To the extent not otherwise provided in the Offer E-mail, the current rate is $100.00 per space per day of the specified Term (the “Space Rental Fee”). The Space Rental Fee is non-refundable. There will be an additional one-time $30.00 charge (once every 12 months) “giving fee”, the majority of which will be donated directly to the Westminster Avenue Elementary School. The giving fee allow Artists & Fleas and each individual Merchant to play an important and active role in supporting the school and the neighborhood.
(b) Method of Payment. Merchant may remit the Rental Fee to A&F via PayPal by remitting payment to email@example.com. Merchant shall include the Term designated within the Offer E-mail with any PayPal payment. Please be advised that you do not need a PayPal account to use this method.
(c) Timing. The Rental Fee must be received by A&F within the time frame set forth in the Offer E-mail in order to participate, although A&F may, in its sole discretion, accept a later payment. If the Term is sold out prior to receipt of payment of the Rental Fee, Merchant will receive a credit valid for three months from the commencement of the original Term; provided however that Merchant cannot use the credit during November or December.
d) Additional Documentation. To the extent that A&F requests and requires additional documentation from Merchant, including but not limited to, as applicable, local licenses for operations, sales tax certificate, certificates of authority, certificates of insurance or applicable waivers etc. Merchant shall provide true and accurate copies to A&F within the time frame requested by A&F and shall maintain the validity such licenses, certificates and waivers. Merchants must have a Seller’s Permit from the State Board of Equalization and a City of Los Angeles Business License.
(2) Modification of Term. Merchant and A&F may mutually agree at any time to extend the Term. Any extension must be agreed to in writing, which such writing may be by an email from A&F confirming an extension. This Agreement shall continue to govern any such modification.
(3) Booth Space.
(a) Assignment of Space. Following approval by A&F and payment of the Rental Fee by Merchant, A&F shall grant to Merchant a license to use one (1) booth space (the “Space”). Merchant will be advised as to the location of the Space on or before the Thursday prior to the start of the Term or upon arriving at the Market during the appointed Merchant set-up period on the selling day. Merchant acknowledges that the size, location and configuration of the Merchant spaces may vary. A&F shall be entitled, in its sole discretion, to market, position and determine assignment of spaces to all merchants, including the Merchant, within the Market; and provided further that Merchant hereby accepts all such determinations as final. Merchant may not exceed the footprint of Merchant’s designated Space.
(b) There is no transfer, assignment, sublicensing, subletting or sharing of the Space to other Merchants or any other third parties in any form whatsoever. In addition, Merchant shall not market, display or sell merchandise of any third parties. In addition to any other remedies or recourse that A&F may have hereunder or at law, if merchandise being displayed is determined to belong to a party other than the Merchant, without prior written approval from A&F, A&F shall be entitled to terminate Merchant’s rental and require that Merchant immediately vacate the Space and leave the Market.
(c) All affixed installations to the Space shall become the property of A&F upon installation and shall be surrendered unless A&F elects to relinquish such rights or require removal thereof at Merchant’s sole cost and expense. Any objects of personal property left inside or outside of the Space will be discarded, at Merchant’s sole cost and expense. A&F will not be liable for any damage to or loss of objects or property left in these areas. Merchant is to keep the Space clean, at Merchant’s sole cost and expense, in a manner satisfactory to A&F and shall reimburse A&F promptly for all documented costs incurred in connection with the provision, installation and/or removal of furniture or other furnishings to be provided by A&F.
(4) Merchandising & Display Standards.
(a) Upon A&F’s approval, Merchant shall be entitled to commence set-up of its booth and display as set forth below. Merchant shall use its best efforts when constructing displays to minimize any disturbance to the other Merchants operations. Further, Merchant shall be responsible, at its sole cost and expense, to repair any damage and disruption Merchant may cause to the Market or other merchant’s booths or operations. Merchant shall be considerate of their neighboring Merchants when constructing displays and sets both in terms of creating displays that may obstruct sightlines in ways that are egregious or un-neighborly; as well, being mindful of the overall aesthetic experience of the Market in considering display items, materials, props, etc. Merchant shall not build walls, hang curtains or mount fixtures or grid-walls that measure more than 5’ across the depth so as to keep the space open and maintain clear sight-lines between adjacent booths.
(5) Merchant Responsibilities. In addition to any other Merchant requirements or restrictions as set forth in this Agreement, Merchant’s must comply with the responsibilities set forth in the “LA Merchant Rules and Regulations” (posted on A&F’s website and made a part of this Agreement), as the same may be reasonably modified or supplemented by Artists & Fleas from time to time. Artists & Fleas shall not be obligated to enforce the Rules and Regulations against Merchant or any other Merchant of the A&F Market or any other party, and Artists & Fleas shall have no liability to Merchant by reason of the violation by any other merchant or other party of the Rules and Regulations; provided, that Artists & Fleas shall not enforce the Rules and Regulations in a manner which discriminates against Merchant (it being understood that rules may have varying impact on merchants, taking into account differences in their use and business operations). If any Rule and Regulation(s) shall conflict with any provision in the body of this Agreement, such provision of this Agreement shall govern.
(6) Events of Default. This Agreement and the license hereby granted are subject to the limitations that upon the occurrence, at any time during the Term, of any one or more of the following events (referred to as “Events of Default”):
(a) if Merchant shall default in the observance or performance of any term, covenant or condition of this Agreement; or
(b) if Merchant shall default in the observance or performance of any term, covenant or condition on Merchant’s part to be observed or performed under any other agreement with A&F; or
(c) if Merchant shall file a voluntary petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent, or shall make an assignment for the benefit of creditors;
then, in any of said cases, A&F may, at its option, immediately terminate this Agreement and the Term; provided that Merchant shall remain liable for damages and shall forego any prepaid fee and security deposit. In addition to the foregoing, A&F and its agents may immediately at any time after such Event of Default or after the Expiration Date re-possess the Space, dispossess Merchant and any other persons from the Space and remove any and all of their property and effects from the Space. Merchant hereby agrees to pay, as additional charges, all attorneys’ fees and disbursements (and all other court costs or expenses of legal proceedings) which A&F may incur by reason of, or in connection with any action or proceeding to terminate this Agreement or in connection with any Event of Default by Merchant under this Agreement.
(7) Indemnification. Merchant agrees to indemnify and hold harmless A&F, its affiliates, officers, employees, and representatives from and against any and all losses, lawsuits, judgments, causes of action, costs, damages, claims (actual or alleged) and expenses resulting from claims for bodily injury, death, property destruction, or property damage arising out of or incidental to or in any way resulting from the acts or omissions, whether negligent or otherwise, of the Merchant, its employees, subcontractors, or agents, if any, in performance under this Agreement and the use of its Space at the Market and in the common areas of the Market during the Term unless such bodily injury, death, property destruction, property damage, or personal injury is determined to be the result of the gross negligence or intentional misconduct of A&F, their affiliates, agent, officers, employees, or representatives.
(8) Limitation of Liability. In no event shall A&F and/or its affiliates and/or their respective their members, managers, officers, employees, agents or representatives, successors and assigns be liable to Merchant and/or its affiliates and/or respective members, managers, officers, employees, agents, representatives or customers, successors and assigns for any loss, liability, theft, damage, claim or demand, including, but not limited to, theft or damage to Merchant’s property, furnishings, equipment and merchandise that Merchant parties may incur arising out of Merchant’s operations at the Market, whether caused by the negligence of A&F or otherwise. A&F shall not carry insurance covering any such property theft, loss or damage and Merchant shall be solely responsible to carry its own insurance or otherwise accept the risk of any such theft, loss or damage. In furtherance of the foregoing, in no event shall Artists & Fleas be liable for any consequential, special, indirect, incidental, or punitive damages, costs, expenses or losses (including without limitation lost profits, loss of business, anticipatory profits and opportunity costs). To the extent Merchant maintains any claim against A&F, Merchant shall look solely to A&F’s leasehold interest in the A&F Market and the proceeds thereof for the recovery of any judgment against A&F Merchant shall look solely to A&F leasehold interest in the Market and the proceeds thereof, for the recovery of any judgment against Merchant, and no other property or assets of A&F and its members, officers, directors, or affiliates shall be subject to levy, execution or other enforcement procedure for the satisfaction of Merchant’s remedies under or with respect to this Agreement. In no event shall A&F and/or its affiliates and/or their respective members, managers, officers, employees, agents or representatives be liable to Merchant or any other person or entity for consequential, special, indirect, incidental, or punitive damages, costs, expenses or losses (including without limitation lost profits, loss of business, anticipatory profits and opportunity costs).
(9) Subject to Overlease; Termination. In the event that at anytime during the Term (i) A&F is required to vacate the Market for any reason; (ii) A&F’s lease at the Market is terminated or expires for any reason; or (iii) the Market is substantially damaged by fire or casualty; then A&F shall be entitled terminate this Agreement by providing not less than seven (7) days written notice to Merchant, whereupon Merchant shall be required to vacate the Space as of the termination date set forth in the notice. In such event, any monies theretofore delivered by Merchant to A&F for periods following the termination date, including, without limitation, the relevant portion of the Space Rental Fee, shall be promptly returned to Merchant following Merchant’s vacating the Space in accordance with this Agreement.
All notices, demands, consents, approvals, waivers or other communications which may or are required to be given by either party to the other under this Agreement (each, “Notice”) shall be in writing and shall be delivered by (a) personal delivery, (b) a nationally recognized overnight courier, or (c) e-mail, in each case addressed to the party to be notified as follows:
If to A&F:
Artists & Fleas California, LLC
1626 North Wilcox Avenue, #575
Hollywood, CA 90028
Attention: Ronen Glimer, Manager
If to Merchant to the address or e-mail address specified in Merchant’s Application.
Either party may from time to time designate a different (or additional) address(es) for Notices by at least 5 days prior Notice to the other party. Notices from A&F may be given by A&F’ attorney, and Notices from Merchant may be given by Merchant’s attorney. Each Notice shall be deemed to have been given on the date such Notice is actually received as evidenced by a written receipt therefor from the personal delivery service, or national courier service, as applicable, and in the event of failure to deliver by reason of changed address of which no Notice was given or refusal to accept delivery, as of the date of such failure or refusal as evidenced by a written receipt therefor from the personal delivery service, or national courier service, as applicable.
(b) Severability. If any term or provision of this Agreement, or the application thereof to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of this Agreement, shall not be affected, and each provision of this Agreement shall be valid and shall be enforceable to the extent permitted by law.
(c) Survival. All obligations and liabilities of A&F or Merchant to the other which accrued before the expiration or other termination of this Agreement and all such obligations and liabilities which by their nature or under the circumstances can only be, or by the provisions of this Agreement may be, performed after such expiration or other termination, shall survive the expiration or other termination of this Agreement.
(d) Amendments. This Agreement may be supplemented, amended, or modified only by the mutual written agreement of the Parties.
(e) Merger. This Agreement embodies the entire understanding between the parties with respect to the subject matter hereof, and all prior agreements, understanding and statements, oral or written, with respect thereto are merged in this Agreement.
(f) Successors. This Agreement shall be binding upon and inure to the benefit of A&F its successors and assigns, and shall be binding upon and inure to the benefit of Merchant, its successors, and to the extent that an assignment may be approved by A&F, Merchant’s assigns.
(g) Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the internal Laws of the State of California, without giving effect to any principles of conflicts of laws. Each Party hereby irrevocably submits to the jurisdiction of any State or Federal Court sitting in Los Angeles or LA County, California, in respect of any suit, action or proceeding arising out of or relating to this Agreement, and irrevocably accepts for itself and in respect of its property, generally and unconditionally, jurisdiction of such courts.
(h) Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.
(i) Electronic/Fax/PDF Same as Original. For purposes of negotiating and finalizing this Agreement (including any subsequent amendments thereto) any offer and acceptance via electronic means (including, but not limited to, clicking-thru or checking the box on the A&F website or via email), or any signed document transmitted electronically, or by fax machine or as a pdf via email shall be treated in all manner as an original document. The click-thru, check-the-box or signature of any party shall be considered for those purposes as an original signature. Any such electronic, fax of pdf document shall be considered to have the same binding legal effect as an original document.
RULES & REGS
Updated as of June 7, 2018
Artists & Fleas California, LLC LA Market Vendor Rules and Regulations
These Vendor Rules and Regulations govern Vendor conduct and the rental of booth space at each of Artists & Fleas California, LLC’s (“A&F”) LA Market locations at 1010 Abbot Kinney Blvd, Venice, California 90291at the Westminster Avenue Elementary School (the “Westminster Market”), each referred to herein as the “Market”.”). Vendors must comply with, and cause their employees, contractors, agents and guests to comply with these Rules and Regulations. Artists & Fleas (A&F) may modify these Rules and Regulations time to time for the good order, safety, care and cleanliness of the Market.
The Rules and Regulations are made a part of each Vendor Space Rental Agreement that each Vendor has have entered into with A&F.
(1) Use of Space.
(a) Assigned Space.
Spaces are assigned to vendors by A&F on or prior to the applicable Market dates. Vendors cannot assign their space to others.
Each space measures approximately 10’ x 10,’ but size, location and configuration of individual spaces will vary. For example, some spaces will be free-standing, some will have a wall or a fence or other structural element. Vendors that are assigned space(s) against a wall are permitted to hang merchandise on the wall. A&F does not have hammers and nails available, therefore please bring your own should you require them. Please be advised that merchandise set-up cannot exceed the parameters of any assigned space.
We encourage Vendors to plan their merchandise set-up in advance. It is essential that Vendors leave room for entry and exit to their assigned space. Therefore, Vendors may visit the Market prior to their scheduled dates of sale in order to view the space(s) and determine how to create the best display and maximize their use of the space.
Shared spaces are permitted but require prior written approval by Artists & Fleas. Vendors interested in sharing a booth should note their request in the application form and both interested parties should submit applications for review.
(b) Permitted Merchandise.
Vendor may use the assigned Space only for the marketing, promotion and sales of “Permitted Merchandise,” meaning only the products and/or merchandise identified and described by Vendor in the Application and approved by A&F. Vendors are not permitted to sell any additional or different merchandise without prior written approval by A&F. A&F may require Vendor to remove any non-permitted merchandise in its sole discretion at any time.
(c) Operating Dates & Market Hours.
The Market is generally open to the public from 11am-5pm and in Venice from 11am-5pm (summer hours until 6pm in Venice) on the scheduled Saturday, excepting only any days that the Market is closed, and any occasional delays or early closings as A&F shall, in its sole discretion, close for inventory review, renovations, or repairs to the Market. A&F operates rain or shine. Except as otherwise provided below, Vendors only have the right to enter and use their assigned space during the Hours of Operation.
(2) Vendor Load-In/Set-up.
(a) Vendor Load-In.
Vendor may access its assigned space for load-in/set-up beginning at 9am in Venice on the first day of its rental dates (“Term”). Vendor must be completely set-up and ready to sell to the public no later than 11am. If Vendor fails to show up on time (i.e., arrival and set up prior to the required time), A&F may, within its sole discretion release the reserved space and prohibit Vendor from selling that day; Vendor’s pre-paid Rental Fee will not be returned. Vendors may also access their assigned space for load-in/set-up as follows:
(b) Vendor Load-Out/Tear Down.
Tear down and/or load-out may only commence once the selling day ends and the Market is closed to the public. Vendor may not close for business at the end of any selling day prior to the closing time, unless Vendor has obtained prior written approval from A&F expressly permitting such.
Vendors must completely remove all merchandise and/or items within the Space no later than 1 hour after closing on Saturday evening. Any items and/or merchandise remaining in the Space will be discarded after 7:00pm on Saturday evening. Any over-sized items left behind, including, but not limited to furniture, fixtures or other merchandising materials, that are not properly disposed of may result in the assessment of an additional trash removal fee of $100.00. Vendors must leave their space in broom-clean condition.
(3) On-Site Services.
A&F does not provide equipment rentals. Vendors are permitted to bring their own tables, chairs and other equipment to set up and merchandise their products.
A&F does not provide electrical outlets for vendor use. Vendors are responsible for providing their own extension cords to connect to power sources where available. If any vendor requires electricity beyond what is reasonable and necessary it must obtain the prior approval of A&F. Vendors are permitted to use the Market fitting rooms and bathrooms. A&F may terminate the provision of any of the above described services in its sole discretion and without notice to vendors at any time.
A&F does not provide additional storage. Any property remaining after the scheduled Term will become property of A&F. A&F IS NOT RESPONSIBLE FOR ANY RESULTING THEFT, DAMAGE OR DESTRUCTION OF ANY PROPERTY STORED BY VENDOR. VENDOR EXPRESSLY ACKNOWLEDGES THAT THE STORAGE OF PROPERTY AT THE MARKET IS AT VENDOR’S OWN RISK.
(d) Risk of Loss; Safety.
Vendors are solely responsible for maintaining and securing their products and or furnishings. The use of space heaters, irons, hot water kettles and other high-wattage electrical equipment is strictly prohibited. Vendors are requested to make their power requirements known prior to set-up and are urged to employ low-watt/energy-saving light bulbs wherever possible to avoid damage to the venue’s electrical wiring and equipment. A&F may request that certain equipment not be used at its own discretion. A&F is not obligated to repair any damage to products and or furnishings on the premises nor is the Market responsible to replace any lost, damaged or stolen items.
(4) Cancellation Policy.
Vendor, may cancel its scheduled booth operations on specified rental dates by providing written notice of cancellation to A&F no later than 5:00 p.m. on the Monday immediately prior to the first day of the scheduled Term. If proper cancellation notice is provided by Vendor, A&F will extend credit(s) for use by Vendor within 45 days of the original Term commencement date subject to scheduling by A&F, within A&F’s sole discretion; provided however, that such credits shall automatically expire if not used within the 45-day time period. Credits may not be used in November or December. Vendor and A&F may schedule another date to use the credit(s) via e-mail. If Vendor fails to provide sufficient notice of cancellation, A&F is not required to reimburse any part of the Space Rental Fee to vendor and no credit(s) will be issued.
(5) Licenses and Business Practices.
Vendors are required to obtain, maintain and have copies on file of all applicable California State and City of Los Angeles licenses for its operations, including, but not limited to, California Sales Tax Certificate of Authority. Copies of Certificates of Authority must be on premises but need not necessarily be displayed. Vendors selling food or beverages must obtain the appropriate Department of Health and Mental Hygiene permits and licenses. All sales of food and beverages must comply with all applicable health code requirements. In addition, to the extent that A&F requests and requires additional documentation from Vendor, including other local licenses or certificates, certificates of insurance or applicable waivers etc. Vendor shall provide true and accurate copies to A&F within the time frame requested by A&F and shall maintain the validity such licenses, certificates and waivers. Venice vendors must have a Seller’s Permit from the State Board of Equalization and a City of Los Angeles Business License.
(6) Return Policy; Price List.
Vendors must have a return policy for its customers which shall be clearly communicated. Vendors shall maintain a price list with respect to its merchandise. Such Price List need not be displayed, but should be available upon request by customers or A&F.
(7) Marketing Permission.
Vendors agree to permit A&F to use the Vendor’s name, logo, product description and photographs for promotional materials and marketing purposes.
(8) No Future Obligations to Vendor.
Vendors acknowledges that A&F is under no obligation to offer Vendor the opportunity to continue its participation at the Market for subsequent dates, or in any other A&F events.