Deep Ellum Arts Festival - April 5-7, 2019 - 25th Annual Agreement Festival and the Exhibitor contract and agree as follows: 1. All provisions of any understandings between the Festival and the Exhibitor, either oral or written, shall be subject to and governed by all the terms and conditions of this Agreement to the same extent and with the same effect as if the terms and conditions hereof were incorporated in such oral or written agreements. It is expressly understood and agreed that the provisions hereof are controlling. 2. The Exhibitor shall supervise and maintain the space provided, using its skill and attention, and shall be solely responsible for all labor, material, equipment, tools and other facilities used by it during the term of this Agreement. 3. The Exhibitor shall at all times enforce strict discipline and good order among its employees and volunteers and shall not employ any unfit person or anyone not skilled in the task assigned to him/her. 4. The Exhibitor shall be responsible for initiating, maintaining, and supervising all safety precautions in its assigned space. 5. The Exhibitor shall maintain its display booth operation in an orderly manner and shall comply with all City Ordinances and Codes applicable to such an operation. 6. It is understood and agreed that the Exhibitor is acting as an independent contractor in its capacity thereunder. The Exhibitor shall be responsible for all acts or omissions of its employees and volunteers. 7. Nothing contained in this Agreement or in the relationship between the Festival and the Exhibitor shall be deemed to constitute a partnership, joint venture, or agency relationship between the Festival and the Exhibitor. 8. It is understood and agreed that the space rental fee required from each participating Exhibitor is necessary to cover Festival expenses. 9. It is understood and agreed the Exhibitor shall make no sales transactions other than original works representative of the material presented to the Festival jury for selection, unless given prior approval by Festival. 10. It is understood and agreed that no refunds can be made for inclement weather. 11. It is understood and agreed that Festival reserves the right to remove any Exhibitor at any time for any violation of the regulations in this Agreement. 12. The Exhibitor's space shall be delivered on an "as is" basis, and it is understood that the Exhibitor will inspect the space and take whatever actions are necessary to set up its wares in a safe and secure manner. 13. Exhibitor understands and expressly agrees that it is bringing all of its personal property, art, wares, equipment and valuables of any sort on the Festival site at its sole risk and further agrees to indemnify the Released Parties (as hereinafter defined) and hold the Released Parties harmless from all claims against Festival, Millard Enterprises Inc. (MEI) d/b/a Main Events International, The City of Dallas, The Deep Ellum Association, The Deep Ellum Foundation, other owners of property within the Festival site, and each of their respective officers, directors, employees, volunteers, agents, contractors and contributors(collectively "Released Parties") for loss, damage or destruction of said property or injury to persons and for all costs and expenses associated therewith (including reasonable attorneys' fees). 14. Exhibitor understands and expressly agrees that the Released Parties are not responsible or liable in any way for said property or personal injury even if such loss is due to the negligence of any Released Party. 15. Should Exhibitor choose to insure Exhibitor's personal property, its insurance contract shall be amended specifically waiving all rights of subrogation in favor of all Released Parties. 16. All money or other valuables on site in the custody of the Exhibitors are at the sole risk of the Exhibitor and it is expressly understood that the Released Parties are not responsible for providing any security or protections of such money or valuables and that the Released Parties are not responsible or liable for any loss of money or valuables. Exhibitor hereby expressly waives any claim for such loss in favor of the Released Parties. 17. The Exhibitor agrees to comply with all State, municipal and other laws, ordinances, rules and regulations applicable to this Festival activity and will work with the Festival to comply with its regulations.