EUDĒMONIA

These Terms and Conditions are an essential part of your application (together with these Terms and Conditions, the “Agreement”) to become an exhibitor (“Exhibitor”) at the Event, which is conducted by Wellcoming, LLC (“Company”).

EXHIBITOR AND BOOTH REQUIREMENTS

Application. If you are interested in becoming an Exhibitor, you must complete and submit this online application. Company may decline any application for any or no reason in its sole discretion. If you are selected to become an Exhibitor, Company will contact you after you submit your application to confirm your selection.

Payments to Company. All Exhibitor fees are payable in advance by check, credit card, wire or ACH. Make all checks payable to Company. A non-refundable deposit of $500 is required upon submitting the application, with the remainder of payment due no later than 60 days out from the Event. Please mail checks to:

Wellcoming, LLC
Attn: Accounting
102 Worcester Rd
Hollis, NH 03049

For wires/ACH, please wire to Wellcoming, LLC at Chase Bank, Routing: XXX and Account: XXX.

Credit Card Payments. Exhibitors must accept credit cards for payments during the Event, and by completing this application you agree to do so if you are selected as an Exhibitor.

Booth Assignments. If you are selected as an Exhibitor, you will receive your exact booth assignment on site. Company reserves the right to place any Exhibitor in an alternate booth of equal or greater value at any time up until the beginning of the Event.

Hours of Operation; Rain or Shine. Exhibitor’s indoor booth must be open and staffed in accordance with the Exhibition Hours listed above, rain or shine. Wellspring generally takes place indoors, but certain vending areas may be outdoors. You will select your vending area in advance during the application process or in conversations with Company representatives.

Items for Sale and Restricted Items. Applicants must list on their application all items they intend to hold out for sale or exhibit if selected as an Exhibitor. Company reserves the right to prohibit Exhibitor sale of items that have not been listed on the application. Exhibitor is prohibited from selling or distributing bottled water, coconut water in Tetra Paks, or magazines or other print media outside of their footprint. Exhibitor is also prohibited from selling or distributing any item bearing the word mark Company or any logo reasonably similar to Company’s logo unless previously approved by Company in writing.

Company Promotion. Any company promotion, sample and literature distribution by exhibitors must be done within their contracted exhibit space, with the exception of designated sponsorships and marketing opportunities. Banned activities include, but are not limited to, "roaming" distribution, handing out flyers, approaching exhibitor booths to sell products, leaving and/or distributing product information in public spaces and show floor aisles, etc. Exhibitors violating this policy will be sent back to their booth space; materials will be confiscated and recycled. Attendees will be asked to leave the show and forfeit their badge. Any “roamers” must be reported to Wellspring staff.

Image and Likeness. Exhibitor agrees that Company or its designees may take photographs and video recordings of their booths and any Exhibitor Personnel. All photographs and video footage shall be the sole property of Company and may be exploited by Company in any manner or media without obligation to Exhibitor or Exhibitor Personnel, and Exhibitor must obtain releases from its Exhibitor Personnel giving Company such rights.

Security. Exhibitor is solely responsible for securing exhibits and merchandise at night. Company will provide roving security during the Event, but Company assumes no liability for loss, damage, or theft of Exhibitor’s goods, materials, or equipment (except to the extent provided for in a separate agreement, if any, between Company and Exhibitor). Company recommends, but does not require, the removal of all merchandise from the booth on a nightly basis.

INSURANCE.

Covered Parties. Exhibitor shall carry the insurance policies meeting the terms described below. Company and all direct or indirect owners, officers, managers, directors, attorneys, employees and agents of the above as their interests may appear with respect to the actions of the named insured (collectively the “Covered Parties”) must be included on the requisite commercial general liability and automobile liability insurance required as listed additional insureds. These additional insured designations, as respects the requisite commercial general liability insurance, shall apply on a primary and noncontributory basis.

Limits and Type: Such insurance must be maintained throughout the term of this Agreement and at all times while Exhibitor or any person employed by Exhibitor or acting on Exhibitor’s behalf, including, without limitation, any subcontractors (collectively, “Exhibitor Personnel”) is using or occupying the Premises or any part thereof. Exhibitor must maintain at minimum to following insurance policies at the following minimum limits:

(i) Commercial general liability insurance, including broad form contractual liability, personal injury liability, advertising liability, and products/completed operations liability coverage with minimum limits of liability of $1,000,000.00 each occurrence, $2,000,000.00 general aggregate, $1,000,000.00 products completed operations aggregate, and $50,000.00 damage to rented premises.

(ii) Umbrella or excess liability insurance with available coverage limits of not less than $2,000,000.00 general aggregate and $2,000,000.00 per occurrence.
(iii) Auto liability insurance covering owned, non-owned and leased or hired vehicles with the minimum amounts of $1,000,000.00 each accident.
(iv) Sponsor will also maintain workers compensation as required under applicable state law insurance during the dates they are working with the Event, including coverage for subcontractors, agents, temporary employees, and volunteers. The insurance set forth above shall provide coverage on an “occurrence” basis (rather than a “claims made” basis) and must not be subject to any deductible or retention (or other provision) requiring Exhibitor to remain responsible for part of any loss. Each policy must be issued by an insurer with a current rating from A.M. Best Company of at least A:VII.

Certificates and Right to Cover:

At least 30 days before the first day of the event, Exhibitor shall provide to Company a standard certificate of insurance executed by the authorized insurance agent of the issuer of each such policy, showing that all coverage required by this Agreement is in force and stating such issuer’s undertaking to endeavor to not cancel or change such coverage without at least sixty (60) days prior written notice to Company. If Exhibitor fails to obtain any coverage required hereby (or fails to timely provide to Company all evidence of such coverage required hereby), then Company, may, at its election, and in addition to all other rights and remedies available to it, may cancel this Agreement or obtain such coverage at Exhibitor’s expense, and Exhibitor shall promptly reimburse Company for the costs thereof.

INDEMNITY. Exhibitor agrees to indemnify and hold harmless the Covered Parties from and against any and all claims, suits, loss, cost, claims, damage (including reasonable legal and attorneys’ fees to defend any claim or to enforce this Agreement), or injury of any nature whatsoever, whether to persons or to property collectively, “Claims”) arising from or connected in any way with the performance or alleged non-performance of Exhibitor, any Exhibitor Personnel, or any other agents or guests of the foregoing with respect to this Agreement.

CONFIDENTIALITY. If Exhibitor receives any information regarding any of the Covered Parties that is marked confidential or that ought, under standards of commercial reasonableness, to be considered confidential, Exhibitor agrees that it will maintain, and it will cause any Exhibitor Personnel to maintain, the utmost confidentiality of such information, and in the event of Exhibitor’s breach or attempted breach, the Covered Parties are expressly given the right to injunctive or other equitable relief without the necessity of posting bond or other security or proving actual damages for any such breach or attempted breach of confidentiality, in addition to any other legal or equitable remedies that may be available to it. Exhibitor hereby acknowledges the importance of such confidential information to the Covered Parties and that the restrictions contained in this clause of this Agreement are, in view of the value of the proprietary information being protected, reasonable and necessary to protect legitimate proprietary interests of the Covered Parties and that any violation of this clause would cause irreparable harm for which the Covered Parties cannot be fully compensated by money damages alone.

COMPLIANCE WITH ALL LAWS. Exhibitor agrees to comply with all applicable laws, statutes, ordinances, rules and regulations of the state where the Event is held, as well as all local and regional governmental agencies (including without limitation Board(s) of Health) in connection with its performance hereunder, including, without limitation, those related to health, fire prevention, public safety, business licenses, and sales tax permits.

EXHIBITOR TAXES. Exhibitor shall be solely responsible for any and all sales, use, withholding, social security, workmen’s compensation or other taxes, fees, permits and surcharges imposed by any federal, state, county or municipality in connection with Exhibitor’s activities hereunder.

TERMINATION BY Company. This Agreement is subject to cancellation by Company upon thirty days’ prior written notice to Exhibitor at no cost to Company except to refund any deposit paid by Exhibitor. Company may terminate this Agreement at any time upon Company’s reasonable determination of cause, including, but not limited to, the violation of any of these Terms and Conditions. If such termination is made during the Event, Exhibitor will immediately leave the Premises and any dispute regarding the existence or lack of existence of reasonable cause to terminate this Agreement will be resolved after the Event.

NOTICE. All notices, requests, consents, approvals and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered by mail, courier or facsimile to the address, email address, or facsimile number specified below if to Company or to the address, email address, or facsimile number provided by Exhibitor on Exhibitor’s application if to Exhibitor:

If to Company:

Wellcoming, LLC
102 Worcester Rd
Hollis, NH 03049

Either party may change its address or facsimile number for notice purposes by giving the other party five days’ notice of the new address or facsimile number and the date upon which it will become effective.

INDEPENDENT CONTRACTOR. The parties hereby acknowledge that each of Exhibitor and any Exhibitor Personnel is an independent contractor, not an agent, employee, joint venturer or partner of Company. None of Exhibitor or any Exhibitor Personnel shall be treated as an employee of Company for any purposes including, without limitation, for federal, state or local tax purposes.

FORCE MAJEURE. Company shall not be liable for any failure or delay in performance arising from causes beyond Company’s reasonable control, including, without limitation, weather, acts of God, fire, flood, terrorism, strikes, failure of suppliers or subcontractors to substantially meet its performance obligations under this Agreement.

SCELLANEOUS. This Agreement constitutes the entire agreement between Company and the applicant/Exhibitor and may not be amended or supplemented except by a writing signed by both parties. This Agreement shall be governed and construed in accordance with the laws of the State of the location of the Event. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, then each remaining provision of this Agreement shall nonetheless remain in full force and effect. No delay or omission by either party to exercise any right or power it has under this Agreement shall impair or be construed as a waiver of such right or power. A waiver by any party of any breach or covenant shall not be construed to be a waiver of any succeeding breach or any other covenant. Any waiver must be signed by the party waiving its rights. Failure to seek redress for violation of, or to insist upon strict performance of, any covenant or condition of this Agreement shall not prevent a subsequent act which would have originally constituted a violation from having all the force and effect of an original violation. The provisions of Paragraphs 3 and 4 and all provisions providing a right to indemnification, shall survive the expiration or termination of this Agreement. This Agreement may be assigned, in whole or in part, by Company, but may not be assigned by Exhibitor, and any purported assignment by Exhibitor shall be void and of no effect.

IMPORTANT: After clicking "Submit" you will be redirected to a payment window to submit your deposit of $500. If your application is not approved by Company, we will refund your deposit. The deposit is non-refundable if you are accepted and shall be applied towards your exhibitor fees. All major credit cards are accepted. Your application will not be reviewed without payment of your deposit.