LIMITED LICENSES: Subject to the terms and conditions of this agreement, Applicant grants to Verde Valley Wine Festival the right to use Applicant’s trademarks, trade names, and logo designs and company descriptions as prepared and delivered to Verde Valley Wine Festival by Applicant, in any medium of advertising, marketing materials, and/or promotional goods published or otherwise distributed in conjunction with the Event. Subject to the terms and conditions of this agreement, Verde Valley Wine Festival grants the Applicant a limited, non-exclusive license to use any of Verde Valley Wine Festival’s artwork and logo designs on the Event website solely for the purpose of promoting the Event and linking to the Event website. Applicant shall not be permitted to modify any of Verde Valley Wine Festival’s artwork or logos in any way. These limited licenses are granted from the date of approval by Verde Valley Wine Festival to the conclusion of the 2022 Event. All rights and privileges granted to each party by these limited licenses shall immediately expire at the conclusion of the Event or upon earlier termination of this agreement.
COMPLIANCE WITH APPLICABLE LAWS & PERMITS: The parties shall comply with all applicable federal, state and local laws, rules, regulations and ordinances, and all other governmental requirements relating to the Event. Applicant acknowledges and agrees that Applicant has and will at all times maintain all applicable governmental permits, licenses, consents, and approvals necessary to perform its obligations under this agreement. Verde Valley Wine Festival agrees that it will obtain in advance all state and local Event permits and licenses that is required to obtain to conduct the Event.
INDEMNITY: Applicant agrees that the City of Cottonwood and Verde Valley Wine Festival shall not at any time during the term of this agreement be responsible or in any way accountable, for any loss, injury, death or damage to persons or property from any cause or causes whatsoever which at any time may be suffered by Applicant or any other person during or as a result of Applicant’s participation in the Event, and Applicant agrees to hold the City of Cottonwood and Verde Valley Wine Festival harmless for any and all claims, liabilities, losses, damages, costs and expenses whatsoever arising out of any such loss, injury, death or damage. Applicant indemnifies, defends, and holds harmless the City of Cottonwood and Verde Valley Wine Festival and their respective officials, employees, and agents from and against any and all liabilities, judgments, settlements, losses, costs or charges (including attorney’s fees) suffered or incurred in connection with any claim, demand, action, or suit relating to any bodily injury (including death), loss of property, damage caused by, arising out of, related to, or associated with this agreement.
LIMITATION OF LIABILITY: In no event shall either party be liable to the other party for any incidental, consequential, indirect, or punitive damages (including but not limited to lost profits) regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranties, failure of essential purpose, or otherwise and even if advised of the possibility of such damages.
INSURANCE: Applicant shall, at minimum, have and maintain the types and amounts of insurance that cover Applicant, and if applicable, its subcontractors’ exposure relating to the Event.
CANCELLATION POLICY: This agreement is effective as of the date application is submitted and shall remain effective until the Event ends on April 30, 2022, unless earlier terminated by either party with written notice.
FORCE MAJEURE: Neither party shall be liable for failure to fulfill its obligations under this agreement, except for the payment of money, if such failure is due to causes beyond its control, including, but not limited to, an act of war; domestic and/or international terrorism; civil riots or rebellions; quarantines, embargoes and other similar unusual governmental actions; pandemics, epidemics, local disease outbreaks, public health emergencies; extraordinary elements of nature or acts of God; or any other events or circumstances not within the reasonable control of the party affected, whether similar or dissimilar to any of the foregoing. Each party shall use reasonable efforts to notify the other party of the occurrence of such an event.
DISPUTE RESOLUTION: The laws of the State of Arizona shall govern the construction, performance and enforcement of this agreement. Venue for any action or proceeding arising out of the provisions of this agreement shall be Yavapai County, Arizona. If a dispute arises out of or relates to this agreement, or breach thereof, and the dispute cannot be settled through negotiation, the parties agree first to attempt to settle the dispute through mediation before resorting to arbitration, litigation, or some other dispute resolution procedure. If the parties cannot agree on the mediator, each party will select a mediator and those mediators will select a neutral mediator who will conduct the mediation. The parties shall equally bear the fees and expenses of the mediator.
I hereby state that the information and answers I have provided are true and complete.
By signing below, I acknowledge that I have read and agree to all terms set forth for having a vendor/information booth in the City of Cottonwood at the Verde Valley Wine Festival. Violation of these terms shall nullify this agreement.