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This Vendor Agreement is made effective as of

, by and between Fit1st LLC ("Management")

and,                                                                      “(Applicant)”.

PURPOSE. Management agrees to provide Applicant space to conduct Applicant's business at Management’s Fit1st Fitness Expo, commencing on January 29, 2022 and ending on January 30, 2022.


Applicant agrees to abide by all Rules, Regulations, instructions and exhibitor information of Management. 


Any changes in this agreement must be in writing and signed by both parties. Management shall have sole discretion in the interpretation and enforcement of all Rules and Regulations contained herein and the power to make such amendments thereto, and such further Rules and Regulations as it shall consider necessary for the proper conduct and success of the Exposition. Management reserves the right, in their sole discretion, to alter the exhibit hours or floor plan arrangements in any manner. 


Management will make an assignment of space for each Applicant, made in Management’s sole discretion. In general, Applicant is guaranteed a minimum of 10x10 square feet of space. Location preferences will be accommodated as far as possible.


Acceptance of an Applicant does not imply endorsement of Applicant’s products or services; nor does rejection imply lack of merit of same. 


This agreement shall be construed solely as a license for the use of the exhibit space to be occupied by Applicant. Applicant agrees that it has not relied on any oral or written representation not contained in the agreement.


HOURS OF OPERATION. Fit1st Expo area shall remain open from 9:00 AM to 7:00 PM each day the Event is in progress. Management reserves the right to make changes to hours of operation. Applicant will be notified as soon as possible in the event that changes to the hours of operation are made. 


INSTALLATION AND TEAR DOWN. Applicant is required to check in and set up between 10:00 am and 6:00 pm on the day prior to the Expo, January 28, 2022. Applicant is personally responsible for all costs and labor involved with setting up and taking down their facilities and products. All product, exhibitions, giveaways, and related products must be removed from the Premises by 9:00 pm, January 30, 2022. 

Applicant will be responsible for any expense incurred by Management from a failure of Applicant to properly set up or take down Applicant’s booth space or items therein.  


PAYMENT. Applicant agrees to pay $1,000 to Management at the time this Agreement is signed. All purchases are final. There are NO REFUNDS after payment is received by the Management. If Applicant fails to comply in any respect with the terms of this agreement, then Management shall have the right, without notice to Applicant, to sell or offer for sale the exhibit space covered by this contract. Applicant shall be liable for any loss or damage to Management as a result of this sale, along with expenses and costs incurred by reason thereof. Applicant agrees to be liable for 100% of any attorney fees incurred by either party to obtain payment from applicant.


CANCELLATION OR POSTPONEMENT. In the event the Exposition is cancelled or postponed, or Management is unable to perform for any reason whatsoever, the sole and exclusive remedy of Applicant against Management with respect to any damages sustained by Applicant as a result of the non-occurrence or postponement of Fit1st Idaho, including incremental and consequential damages, shall be a refund of monies paid on account of the exhibition space, less Applicant’s pro rata share of expenses relating to the Exposition, as determined by Management. Management reserves the right to cancel or postpone the Exposition for any of the following reasons: damage or destruction of the facility; acts of God; national or unforeseen emergency; public enemy; war or insurrections; strikes or the possibility of strikes; the authority of the law; for any cause beyond their control or where Management, in its sole discretion, determines that the Exposition cannot be held as planned; or in a manner which will serve the best interests of Management, the attendees and/or exhibitors; or where the success of the event will be adversely affected. This agreement shall be governed by the laws of the State of Idaho.


APPEARANCE. Applicant is responsible for cleaning and maintaining their exhibitor booth

in an organized and neat manner. This responsibility includes Applicant’s responsibility to remove bulk trash. Applicant will be responsible for any fees incurred by Management as a result of Applicant’s failure to keep their booth in an organized manner.

All attendees are to comply with the Fire Marshall’s requirements. Applicant is not to block the walkways or other exhibit booths. Applicant agrees to incur additional cost for security personnel if security personnel are needed to keep applicant’s lines from blocking other exhibitors.

EXTRA SERVICES. Fit1st Expo is not obliged to provide telephone, water, electrical and drain services to Applicant.


DISPLAYS AND SIGNS. All displays in the building must be free standing. Nothing may attach to walls or columns of the building by any means at all. Signs must be free standing. Signs should not block other vendor's shops. Signs may not attach to the walls or columns of the building


QUALITY PRODUCTS. Applicant shall ensure proper quality of the products sold. Applicant shall comply with all applicable laws concerning vendor's sales.


EMPLOYMENT OF STAFF. Applicant will employ adequate staff at Applicant’s own cost in order to operate in the Space provided by Fit1st Expo.


OUTSIDE REGULATIONS. Applicant shall be bound by and comply with, at Applicant’s sole cost and expense, all applicable national, state, city, municipal and other laws, codes and governmental regulations of governmental or other authorities having jurisdiction over the exhibit facility or the conduct of said Exposition, together with the Rules and Regulations of the owners and/or operators of the facility in which the Exposition is held. Applicant shall be bound by and comply with, at applicant’s sole cost and expense, all applicable copyright and trademark laws and regulations which may affect Exhibitor’s use and occupancy of the exhibit space or participation in the Exposition.

MISCELLANEOUS. There is to be no advertising or soliciting in the Premises outside of the Applicant’s assigned booth space. Applicants are not to stand on chairs; throw or toss items; or distribute unapproved samples. 

Any consumable samples must be approved by the venue where Fit1st Idaho takes place. Applicant is responsible for all risks associated with sampling including but not limited to sickness, injury, and death.

Any type of illegal supplement or steroid or item is not permitted at Fit1st Idaho. No references may be made about the enhancement of sexual pleasure, endurance or any product marketed as an aphrodisiac. Management’s approval should be sought for any questionable items.

Booth workers must dress appropriately, to be determined by Management’s sole discretion. Should a booth worker be attired in an inappropriate manner, they will be escorted out of the premises and asked to change before returning.


RELEASE OF IMAGE. Applicant acknowledges that signing this release constitutes an agreement to give Fit1st LLC full permission to use any images or videos of anyone participating in Fit1st Idaho. Applicant further acknowledges that such items do not need to be approved by applicant and applicant is not entitled to any compensation for the use of their image or likeliness in said items. Applicant surrenders all rights to royalties or compensation for the sale of any products or terms bearing these images produced or associated with Fit1st LLC.


INSURANCE. Applicant is solely responsible to obtain insurance coverage on property brought into the Building. Management and Fit1st LLC do not maintain any insurance covering Applicant or Applicant’s property. Applicant assumes full responsibility for items left in the facility. Fit1st Expo accepts no liability for lost, stolen or damages property and is not required to carry additional insurance to cover Applicant's property


INDEMNIFICATION. Applicant expressly agree to save and hold harmless Management, Fit1st Idaho and their officers, agents, and members and employees from any and all liability resulting from injuries to any person or for damages to or loss of property owned or controlled by Applicant, its agents, employees, and attendees, person and or properties in connection with Applicant’s use and occupancy of the exhibit space or participation in the Exposition, and from any claim or liability which may arise as a result of copyright and trademark laws and regulations.

RELEASE OF LIABILITY. Applicant hereby acknowledges and understands that there are inherent and significant risks associated with participation in Fit1st Idaho, including (but not limited to) potential for serious personal injury caused by an event or any condition of the facilities, techniques or equipment. Applicant assumes full responsibility for any risk of accident, illness, physical injury, permanent disability, paralysis, death, property damage and all harm or damage whether known or unknown, arising out of or related to the Fit1st Expo, however caused. Applicant understands and acknowledges that there may be other risks and dangers inherent in the activities for which they are not presently aware or which cannot be predicted or controlled. Applicant declares to be physically sound and suffering from no condition, impairment, disease, infirmity or other illness that would prevent participating in Fit1st Expo. Applicant hereby accepts and assumes all responsibility for all risks and possibilities for personal injury, death, or property damage. Applicant agrees to release and discharge Fit1st LLC from all actions, claims, or demands including breach of contract or negligence. Applicant is aware that this agreement is a release of liability and binding contract between exhibiting and/or sponsoring companies and Fit1st LLC.


ARBITRATION. Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place within 200 miles of the Premises.  All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.

ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.


SEVERABILITY. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.


AMENDMENT. This Agreement may be modified or amended in writing, if the writing is signed by both parties obligated under the amendment.


GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of Idaho.


NOTICE. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the primary place of business for each party.


WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.


ASSIGNMENT. Neither party may assign or transfer this Agreement without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld. Applicant may not assign, sublet, or apportion the whole or any part of their allotted space; nor exhibit therein any goods other than those manufactured or sold in the regular course of business by the exhibitor. This includes flyers, brochures and magazines not part of the applicant’s business.


EFFECTIVE. This Agreement shall be effective as of the date signed.

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