Vendor Agreement - Made in Canada Festival

MADE IN CANADA FESTIVAL – VENDOR AGREEMENT

This Vendor Agreement (“Agreement”) is entered into by and between the undersigned vendor (“Vendor”) and the Made in Canada Festival (“Organizer”), collectively referred to as the “Parties.”

By submitting an application, making payment, or participating in the Event, the Vendor acknowledges having read, understood, and agreed to the terms of this Agreement in full.

1. Event Details
Event Name: Made in Canada Festival
Event Dates: September 6-7, 2025
Event Location: Festival Terrace, Downsview Park, Toronto, Ontario

2. Eligibility
Vendors must sell products made or manufactured in Canada, or be a Canadian-owned and operated business.
The Organizer reserves the right to verify the origin of products and decline participation if criteria are not met.

3. Payment Terms
Deposit: 50% deposit required upon acceptance of the vendor application to secure participation.
Balance: Remaining 50% due in full by July 15, 2025.
Payment Method: Credit Card only.

4. Booth Assignment & Setup
Booth space is secured only upon full payment.
Assignments are made on a first-come, first-served basis; the Organizer reserves the right to relocate vendors at its discretion for operational, logistical, or safety reasons, without liability for costs incurred by the Vendor.
Vendors must be fully set up before opening hours. Tear-down before official close is prohibited.

Set-Up Times:
Friday September 5, 2025 – 9:00 aM to 9:00 PM

All booths must be fully operational by 9:30 AM on September 6, 2025. Vehicles are prohibited on festival grounds after this time.

5. Booth Sharing
Each booth is for one (1) company only unless the “shared booth” option is selected.
Maximum of two (2) companies per booth; both must be approved by Organizer.
Unauthorized sharing may result in removal without refund.

6. Product Requirements
All products must meet Made in Canada/Product of Canada criteria or be sold by a 100% Canadian-owned company.
No counterfeit, illegal, or non-compliant products allowed.
Alcohol sales permitted only with written Organizer approval and the appropriate license.

7. Compliance & Conduct
Vendors must comply with all applicable laws and permits.
Food vendors must follow Toronto Public Health regulations.
No charcoal or wood cooking; only propane equipment permitted.
No gas generators; electric only (available for purchase).
No on-site solicitation outside booth space.
Any protest, demonstration, or public action against the event is prohibited and will result in removal without refund.

8. Insurance & Liability
Vendors must hold $2,000,000 liability and product liability insurance valid for event dates.
Proof of insurance due by July 30, 2025.
Organizer is not responsible for loss, theft, damage, or destruction of vendor property, products, or equipment, whether caused by weather, theft, accident, vandalism, or any other cause.
Vendors participate at their own risk.

9. Intellectual Property
Vendors grant Organizer the right to use business names, logos, and images for event promotion.
Event logo use prohibited without written approval.

10. Cancellation & Refund Policy

A. Vendor Cancellations
All cancellations must be submitted in writing to the Organizer.
Cancellations within 30 days of signing this Agreement: Refund of balance only; deposit is non-refundable.
Cancellations made more than 30 days after signing: All payments are forfeited.

B. Organizer Cancellations (Not Force Majeure)
If the Organizer cancels the Event for reasons within its control, all payments made by the Vendor will be refunded in full within 60 days of the cancellation notice.

C. Force Majeure
The Organizer shall have no liability and shall not be obligated to refund any payments if the Event is cancelled, postponed, partially cancelled, or materially altered due to any circumstances beyond the Organizer’s reasonable control, including but not limited to:

Natural Causes & Weather: Severe weather, natural disasters, floods, fire, extreme heat, ice storms, hurricanes, tornadoes, or any other adverse weather conditions that make the Event unsafe or impossible to operate.
Acts of God: Earthquakes, volcanic activity, or any other act of nature.
Public Health & Safety: Epidemics, pandemics, public health emergencies, or government-imposed health restrictions or quarantines.
Governmental Action: Orders, regulations, restrictions, or declarations of emergency by any municipal, provincial, or federal authority, including denial, suspension, or revocation of permits or licenses at any time before or during the Event.
Venue Issues: Closure, inaccessibility, or damage to the venue, whether temporary or permanent.
Labour Disputes & Strikes: Strikes, work stoppages, or labour disputes involving police, transit, emergency services, security, or venue staff.
Infrastructure Failures: Utility outages or disruptions (electricity, water, gas, internet, telecommunications), or failure of essential infrastructure.
Security Threats: Acts or threats of terrorism, civil unrest, riots, criminal activity, or other safety/security concerns that could endanger attendees, vendors, or staff.
Critical Supplier/Contractor Failures: Failure of essential contractors, suppliers, or service providers (including staging, sound, lighting, sanitation, or transportation).
Technological or Cyber Events: Cyberattacks, data breaches, or major technology failures that materially impact event operations.

In any such circumstances, the Organizer may, at its sole discretion:

Reschedule the Event to a future date and transfer all Vendor bookings to that date; or
Provide the Vendor with a credit equal to the amount paid, to be applied to a future Made in Canada Festival within 12 months of the original Event dates.

No cash refunds will be issued under this clause, regardless of whether the Event is cancelled in full, postponed, partially operated, or operates at reduced capacity.

D. Relocation or Operational Changes
The Organizer reserves the right to relocate Vendor booths, adjust layout, change event hours, or modify programming for operational or safety reasons.
Such changes do not constitute a cancellation and do not entitle the Vendor to a refund or credit.

E. Minimum Participation & Permit Approval Condition
If, by August 11, 2025, the Organizer has not secured, in its sole discretion, a sufficient number of confirmed and fully paid vendors to operate the Event as planned, or has not received all permits, licenses, and approvals required from municipal, provincial, or federal authorities, the Organizer shall have the absolute right to cancel or postpone the Event without liability. In such circumstances, the Organizer may, at its sole option:

Reschedule the Event to a future date and transfer all Vendor bookings to that date; or
Provide the Vendor with a credit equal to the amount paid, to be applied toward a future Made in Canada Festival within twelve (12) months of the original Event dates.

No cash refunds will be issued under this clause, regardless of whether the Event is cancelled in full or postponed.

11. Limitation of Liability
To the fullest extent permitted by law:
The Organizer’s total liability to the Vendor for any claim, loss, damage, or expense shall be limited to the total amount of booth fees actually paid by the Vendor to the Organizer for the Event.
The Organizer shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of revenue, profits, or goodwill, even if advised of the possibility of such damages.
The Organizer makes no guarantees, representations, or warranties regarding the number of attendees, vendor sales, revenue, level of exposure, or media coverage. Any attendance figures or projections provided by the Organizer, whether verbal or written, are estimates only and do not constitute a promise or contractual obligation. Vendor participation is entirely at their own commercial and financial risk.

12. Indemnification
The Vendor agrees to defend, indemnify, and hold harmless the Organizer, its affiliates, staff, contractors, sponsors, and venue operators from and against any and all claims, liabilities, damages, costs, and expenses (including legal fees) arising out of or related to:

The Vendor’s participation in the Event.
The Vendor’s products, services, actions, or omissions.
Any breach of this Agreement by the Vendor.

If the Organizer is sued due to the Vendor’s conduct, the Vendor will cover all legal costs and any settlement or judgment.

13. Force Majeure
No liability for delays/failures caused by events beyond reasonable control, including all items listed above in Section 10(C).

14. Termination
Organizer may terminate if Vendor violates terms or engages in conduct detrimental to the event. Vendor must vacate immediately upon termination.

15. Amendments
The Organizer reserves the right to amend, update, or modify the terms of this Agreement at any time. Any material changes will be communicated to Vendors in writing. Continued participation following notification constitutes acceptance of the updated terms.

16. Governing Law & Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any disputes shall be resolved exclusively in the courts or through binding arbitration located in Toronto, Ontario. The Vendor waives any right to object to jurisdiction or venue.

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

18. Entire Agreement
This Agreement constitutes the entire understanding between the Parties and supersedes any prior discussions, communications, or agreements regarding the Event.

Be Part of Something Truly Canadian
The Made in Canada Festival is more than a tradeshow — it’s a celebration of Canadian innovation, quality, and entrepreneurship. As a sponsor, you’ll align your brand with a growing movement that supports local businesses and connects with values-driven consumers from across the country.

This is your opportunity to stand out, build brand awareness, and create meaningful connections with an engaged, loyal, and diverse audience that believes in shopping local and supporting Canadian-made products.