VENDOR WAIVER OF LIABILITY & TERMS AND CONDITIONS

VENDOR WAIVER OF LIABILITY AND PARTICIPATION AGREEMENT
Matcha on Ice LLC | 2025 Events
San Diego, California

This Vendor Waiver of Liability and Participation Agreement (“Agreement”) is entered into by and between Matcha on Ice LLC, a California limited liability company (“Organizer”), and the undersigned vendor (“Vendor”), effective as of the date of execution or upon submission of payment, whichever occurs first. By participating in any 2025 Matcha on Ice event (collectively, the “Events”), Vendor hereby agrees to the following terms and conditions:

1. Vendor Responsibilities

1.1. Vendor shall be solely responsible for providing all materials, equipment, products, displays, and any other resources necessary for its participation. Organizer shall not be responsible for furnishing or assisting with any vendor setup requirements.

1.2. Vendor setup must begin no earlier than ninety (90) minutes and no later than sixty (60) minutes prior to the scheduled start of the Event. All setup must be completed prior to the commencement of the Event.

1.3. Vendor shall commence breakdown no later than 3:30 PM on the date of the Event. Failure to adhere to breakdown timelines may result in exclusion from future Events, at the sole discretion of the Organizer.

2. Fees and Package Inclusions

2.1. Vendor shall remit full payment at the time of registration. All fees are final, non-refundable, and non-transferable.

2.2. Vendor may select from the following package options, as outlined by the Organizer:

a. Signature Package:

• Dedicated booth or table space at the Event;

• Brand presence in Organizer’s marketing materials and social content;

• Inclusion in pre- and post-event promotional assets;

• Delivery of media content captured during the Event (with royalty-free rights for Vendor use);

• Ability to offer exclusive discounts to Organizer’s membership base throughout the calendar year.

b. Elevated Package:

• Inclusion of Vendor’s product in curated gift bags distributed to attendees;

• Digital marketing support and exposure via Organizer’s platforms;

• Logo inclusion in selected Event collateral;

• Ability to promote special offers or discounts to Event attendees.

3. Disclaimer of Guarantees

3.1. Organizer makes no representations or warranties regarding Vendor sales, customer turnout, brand exposure, or return on investment. Vendor accepts full responsibility for its own financial results and business performance.

4. Media Release and Content Usage

4.1. Vendor grants to Organizer the irrevocable right and license to record, photograph, or otherwise capture Vendor and its materials at the Event and to use such media in any format, for promotional or commercial purposes, in perpetuity, without further compensation.

5. Indemnification and Waiver of Liability

5.1. Vendor expressly assumes all risks of participation, including, but not limited to, theft, damage to property, personal injury, or any form of liability.

5.2. Vendor shall defend, indemnify, and hold harmless Organizer, its members, officers, agents, affiliates, contractors, and venue partners from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to Vendor’s participation in the Event or any breach of this Agreement.

5.3. Vendor is solely responsible for compliance with all applicable local, state, and federal laws and regulations, including those pertaining to food handling, sales tax, permits, and business licensing.

6. Membership Site Participation

6.1. Vendors who participate in two (2) or more paid, on-site Events in 2025, with payment submitted in full in advance, may qualify to be listed on the Organizer’s Membership Site and offer exclusive discounts to registered members.

6.2. Participation in the Membership Site is valid through December 31, 2025, after which Vendors may renew their eligibility for continued inclusion.

6.3. Vendor agrees to provide a valid and functional discount code for Organizer’s members and to ensure proper activation and maintenance of such code on Vendor’s own website or e-commerce platform.

6.4. Organizer shall not be liable for any transaction, customer issue, product dispute, failed order, or service matter that arises from the use of such discount code on Vendor’s external site or platform. Vendor assumes full responsibility for resolving all such matters independently.

6.5. Organizer reserves the right to suspend or terminate Vendor’s inclusion on the Membership Site at any time and for any reason, including but not limited to breach of this Agreement or failure to activate or maintain the discount code.

7. Miscellaneous

7.1. This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written understandings.

7.2. No waiver of any provision herein shall be deemed a further or continuing waiver of such provision or any other provision.

7.3. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any legal action arising under this Agreement shall be brought in a court of competent jurisdiction located in San Diego County, California.

7.4. If any provision of this Agreement is found to be unenforceable or invalid, the remaining provisions shall remain in full force and effect.

By submitting payment and participating in the Event, vendors acknowledge and agree to these terms and conditions.

For more information, contact:
Matcha On Ice LLC
Email: contact@matchaonice.com