Blu Emerald Media Services, LLC  presents "SIP & SHOP AT HOME EVENTS"

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Terms & Conditions

[Referred to as Vendor Agreement]

This Agreement is between Blu Emerald Media Services, LLC (hereafter “Company”), and the signatory at the end of the SIP & SHOP AT HOME EVENTS Vendor Application (hereafter “Vendor”), for the purpose of Company providing Virtual Pop Up Event space services for Vendor. This Agreement shall become effective upon the date which the Vendor submits the Vendor Application. An application must be signed by the Vendor participant and submitted prior to each Event in which the Vendor will participate. A vendor fee must accompany every Vendor Application. By filling out and submitting a Vendor Application, Vendor agrees to all SIP & SHOP AT HOME EVENTS Terms, Conditions, Rules and Regulations.

Blu Emerald Media Services, LLC, nor the Facebook group (or Meta, Inc.), are responsible for the success of Vendor. Vendor is solely responsible for determining if virtual space and/or event are the appropriate fit for Vendor's business. Blu Emerald Media Services, LLC facilitates Vendor's use of virtual space and is not responsible for directly driving traffic to the individual Vendor. 

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1. Vendor Application

Vendors must submit a Vendor Application for each and every event, regardless of prior participation. All Vendor Applications must include a fee, submitted within 48 hours of approval email/message. Event specific information Terms, Conditions, Rules and Regulations are available within the Vendor Application and should be reviewed prior to submission of a Vendor Application. Company reserves the right to approve and deny applications in its sole discretion.
 

Vendor acknowledges that Company will only accommodate requests made on the Vendor Application. Company reserves the right to deny requests for Business Announcement requests at the sole discretion of the Company. Requests not included on the Vendor Application will not be accommodated by Company. 

2. Services

Upon acceptance, Company will notify Vendor of approval by sending an email and a private message via Facebook Messenger with an Invoice. Receipt of an invoice serves as notice of approval. Company agrees to provide a virtual space and admin status within event group as outlined within the Event Specific Terms, Conditions, Rules and Regulations. It is the Vendor’s sole responsibility to review and abide by the Terms, Conditions, Rules and Regulations for each event. Terms, Conditions, Rules and Regulations are subject to change without notice and Vendor is responsible for reviewing the Terms, Conditions, Rules and Regulations for each event, each time.

3. Term

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This Agreement shall take effect upon submission of the Vendor Application and shall continue in effect through the last final day of the last Event included on the Vendor Application.

 

4. Fees

 

​Upon approval and full receipt of event fee, Company agrees to provide Vendor with admin status in the virtual Space as outlined in the Event specific Terms & Conditions for the event which the Vendor applied.

In consideration for services provided by Company, Vendor agrees to compensate Company the Event Fee as outlined on the Vendor Application. Company shall submit an invoice to Vendor upon receipt. Vendor agrees to pay invoice in full within forty-eight (48) calendar hours. Failure to pay an invoice within 48 hours will result in the invoice being cancelled and forfeiture of all monies paid to date.

Any additional services beyond the scope of this Agreement will be billed by Company to Vendor at the rate outlined in the Vendor Application. For example, business announcement fees.
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5. Refunds

Once the Vendor makes the invoice payment, NO refunds will be issued. Under NO circumstance will Company issue a refund once an invoice has been paid.

6. Rescheduling and Cancellations

Once a Vendor has submitted a Vendor Application for an event, they have confirmed participation. Company does not honor rescheduling or cancellation by the Vendor. If Vendor is no longer able to attend, Vendor should notify Company in writing to events@bluemeraldmedia.com waiving participation a minimum of 24 hours in advance of event start date. If Vendor provides Company with more than 24 hours’ notice, Company will allow Vendor to participate again in future Events. Company will not issue refunds or credit for cancellations, but will consider notice of more than 24 hours made in good faith.

Vendors that do not provide notice prior to scheduled arrival time will be considered a No-Call/No-Show. Any Vendor who fails to communicate that they will not be attending will be banned from future participation at all Company events.

Vendors that have not checked-in, per Company instructions, by the end of the designated check-in window will be considered late and may be denied admittance to the virtual space at the Company’s sole discretion.

In the event Company or Venue must cancel, reschedule, or postpone an Event, Company will provide credit to Vendor in the amount paid. No refunds will be issued for cancelled, rescheduled or postponed events. 

7. Early Leave and Complete Attendance

Event hours are 7am - 11pm EST daily via the Venue website and/or Company instructions. Under no circumstance may Vendors leave or cease participating in the virtual event without prior written authorization from Company. Vendors who cease participating early without authorization will be permanently banned from Company’s events.

Events are as advertised (three-day, five-day, etc.) and vendors MUST participate for the full duration of the event(s) for which they have registered. Failure to provide albums and/or daily posts during the first day of the event will be considered a no show. Vendors are NEVER permitted to participate for only a portion of the event. If you are unable to attend and participate in the full duration of the event, you will not be authorized to participate. If a vendor misses the first day of an event, you will voluntarily forfeit your space and all monies paid. If a vendor leaves (ie. ceases to post) an event early, or fails to return to participate for any additional days of the event, vendor will be permanently banned from Company's events, as stated above.

8. Virtual Space

Vendor has reviewed the Virtual Event Specific Rules, Regulations, Terms and Conditions and understands the virtual space to be provided.  Company will not be required to provide additional posts to accommodate any request not included on the Vendor Application and subsequently paid for by the Vendor. “Virtual Space” includes, but is not limited to, virtual space in Facebook Groups (Meta, Inc) and the like.

9. Soliciting

Vendors may not solicit patrons outside of the virtual space unless patron provides an email address (or other communication method) for communication as part of Vendor's checkout process. Aggressive selling tactics will not be tolerated.

10. Compliance

Company reserves the right to remove a Vendor from any Event for failure to comply with Company and/or Venue Rules, Regulations, Terms and Conditions. Should Vendor fail to comply with any Rules, Regulations, Terms or Conditions, Company reserves the right to ban Vendor from all future participation. Vendor agrees to forfeit ALL payments made to date and be prohibited from participating in future events. NO refunds will be issued for advanced payments made toward future events. Vendor agrees to forfeit all monies paid for failure to comply with Company’s Rules, Regulations, Terms and Conditions and any instructions provided by Company.
 

11. Communication

Company’s office hours are Monday through Friday, 9 am to 5 pm EST. Company’s primary source of communication is through its email: events@bluemeraldmedia.com. Company will respond to Vendor’s emails within those office hours, and no more than 48 hours after Vendor emails Company. Company may respond to business communications made via social media messages but be aware that these messages are often not seen within a timely manner. and email is more reliable. Company is not obligated to respond to text messages and phone calls received outside of office hours. Vendor is to be respectful of Company hours. 

12. Intellectual Property and Proprietary Information

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Through participation in the Company’s Event(s), Vendor may become privy to Intellectual Property of Company, including, but not limited to: event coordination practices, logistics, vendors, marketing, operations, and the like. Vendor agrees that Vendor will not disclose, or in any way use, any of Company’s Intellectual Property or Proprietary Information for a period of 24 months from the last event attended.

All imagery, copy, designs, graphics, work product, and other intellectual property created by Blu Emerald Media Services, LLC (and under the name "SIP & SHOP AT HOME EVENTS") are its property, will remain its property, and are protected by United States Copyright Laws (USC Title 17). Vendor hereby waives any claims for ownership, income, editorial control, and use of the copyrighted material. Violations of this federal law will be subject to its civil and criminal penalties.

All works created by Company pursuant to this Agreement shall be considered works made for hire for the Vendor, as defined by U.S. Copyright Law in Section 101 of the 1976 Copyright Act. To the extent that the work is determined by a court of competent jurisdiction or the Register of Copyrights not to be a work made for hire, Company agrees to execute any and all documents deemed necessary or appropriate by the Vendor to effectuate a complete transfer of ownership of all rights, including but not limited to copyright rights, to the Vendor throughout the world. All such works shall be created as part of collective works for Vendor, and Company shall not retain any intellectual property rights associated with such works. All such works shall be the exclusive property of Vendor. Company also agrees not to maintain copies of works created and Company shall not use any works created under this Agreement for any reason not authorized by Vendor, including, but not limited to, distribution to third parties or for commercial use.

13. Representations and Warranties

The Company represents and warrants to the Vendor the following:

​1. Company understands that it has the responsibility to produce agreed upon virtual space as much as permitted by Meta, Inc., as applicable based on the Vendor Application. 

 

​14. Non-Disparagement

Vendor and the Company agree that, at all times during this Agreement, they shall use reasonable and good faith efforts to ensure that neither party engages in any vilification of the other, and shall refrain from making any false, negative, critical or disparaging statements, implied or expressed, concerning the other, including, but not limited to, management style, methods of doing business, the quality of products and services, role in the community, or treatment of others. The Parties further agree to do nothing that would damage the others business reputation or goodwill; provided, however, that nothing in this Agreement shall prohibit either party’s disclosure of information which is required to be disclosed in compliance with applicable laws or regulations or by order of a court or other regulatory body of competent jurisdiction.

15. Confidentiality

The Company shall not (i) disclose to any third party any details regarding the business of the Vendor, including, without limitation the names of any of its customers, the prices it obtains, the prices at which it sells products, its manner of operation, its plans, its strategies, any of the Vendor’s trade secrets or any other information pertaining to the business of the Vendor (the “Confidential Information”), (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the Vendor, or (iii) use Confidential Information other than solely for the benefit of the Vendor.

16. Termination   

Company may terminate this Agreement at any time, with or without cause, effective immediately upon giving written Notice.

17. Indemnification​

Vendor will indemnify, defend and hold harmless the Company, its affiliates, customers, employees, successors, assigns, officers and directors from and against any losses, damages, claims, fines, penalties and expenses (including reasonable attorneys’ fees) that arise out of or result from: (a) injuries or death to persons or damages to property, including theft, in any way arising out of or caused or alleged to have been caused by the services performed by Company or persons furnished by Company; (b) assertions under Workers’ Compensation or similar acts; (c) any failure by Company to perform its obligations under this Agreement; (d) any negligent act or omission committed by Company in the performance of the Services; or (e) any claims, actions, or other proceedings based on a claim that any work provided by Company infringes upon or violates any U.S or foreign patents, copyrights, trade secrets, or other third party proprietary rights.

18. Maximum Damages

The sole remedy for any actions or claims shall be limited to a refund, the maximum amount not to exceed the total monies paid by Vendor under this Agreement.

19. Limitation of Liability

In no event shall Company be liable under this Agreement to Vendor or any other third party for consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, arising out of, relating to, or in connection with any breach of this Agreement, regardless of (a) whether such damages were foreseeable, (b) whether or not Vendor was advised of such damages, and (c) the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based.

Company shall not be responsible for any loss or damage incurred by Vendor, including but not limited to: stolen property or inventory, damage to property or inventory, injury or death of Vendor or its agents, employees, and/or personnel.

20. Insurance 

Company confirms that Company provides insurance that meets virtual venue requirements. Company encourages Vendor to obtain appropriate insurance to cover Vendor and Vendor liability.

21. Force Majeure

No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control, including, but not limited to, the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) a natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, explosions, infestations), epidemic, or pandemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) shortage of adequate power or transportation facilities. The Impacted Party shall give Notice within 10 days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 30 days following Notice given by it, the other Party may thereafter terminate this Agreement upon Notice. All payments made by Vendor to Company up to the date of Notice of a Force Majeure Event are non-refundable.
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22. Entire Agreement

This is a binding Agreement that incorporates the entire understanding of the Parties, supersedes any other written or oral agreements between Company and Vendor, and any modifications must be in writing, signed by both Parties, and physically attached to the original agreement.​

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23. Venue and Jurisdiction

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This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. The Parties agree that any dispute or lawsuit arising out of, or concerning, this Agreement shall be resolved exclusively in a federal or state court of competent jurisdiction located in Durham County, North Carolina. The Parties assume responsibility for their own collection costs and legal fees incurred should enforcement of this Agreement should it become necessary.

24. Arbitration

Any and all disputes or disagreements rising between the Parties out of this Agreement upon which an amicable understanding cannot be reached, shall be decided by arbitration in accordance with the procedural rules of the American Arbitration Association. The Parties agree to be bound by the decision of the arbitrator(s). The arbitration proceeding shall take place in Durham County, North Carolina unless another location is mutually agreed to by the Parties. The cost and expenses of the arbitrators shall be shared equally by the Parties. Each party shall be responsible for its own costs and expenses in presenting the dispute for arbitration.

25. Transfer

This agreement cannot be transferred or assigned to any third party without written consent of both Vendor and Company.

 

​26. Severability & No Waiver

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In the event that any part of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable. Any failure by one or both Parties to enforce a provision of this Agreement shall not constitute a waiver of any other portion or provision of this agreement.

27. Headings 

Headings and titles are provided in this Agreement for convenience only and will not be construed as part of this Agreement.

28. Notice

Parties shall provide effective notice (“Notice”) to each other via email at the date and time which the Notice is sent: Company’s Email: events@bluemeraldmedia.com; Vendor’s Email: as submitted on the Vendor Application. Vendor is responsible for notifying Blu Emerald Media Services, LLC of any change to contact information. 

 

​29. Counterparts; Facsimile Signatures

A copy of this Agreement may be executed by each individual/entity separately, and when each has executed a copy thereof, such copies, taken together, shall be deemed to be a full and complete agreement between the Parties. The Parties agree that a facsimile copy (electronic copy) of this Agreement, which contains the Parties’ signatures, may be used as the original.

30. Work Relationship

Vendor and Company agree and understand that relationship is that of an independent contractor. No portion of this Agreement or any previous or subsequent dealings should be interpreted as establishing or attempting to establish an employer-employee relationship, partnership, joint venture, agency, or other relationship between the Vendor and Company.

31. Licenses, Taxes and Fees

Vendor understands and agrees that he/she is entirely liable and responsible for all business licenses, taxes and fees as required by law.

32. Children

Children are not authorized to participate as a Vendor unless under the direct supervision of a parent due the age limitations of Meta, Inc. Vendor understands that Company values the knowledge and experience working provides, but allowing children to work an Event creates a liability that Meta, Inc will not authorize. Company may deny Vendor participation if Vendor allows children to post, go live, and the like without a parent present.  

33. Chargebacks

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Company has a zero-tolerance policy for fraudulent chargebacks and will prosecute any Vendor who files a fraudulent chargeback to the fullest extent of the law.

34. Prohibited Items

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All items to be sold must be in NEW condition. Any vendors seeking authorization to sell vintage or collectible items must specify the nature and condition of items on the vendor application.

The sale of adult-themed items such as intimacy aids and products, alcoholic beverages and/or items containing alcohol and all CBD related products are currently prohibited.

Blu Emerald Media Services, LLC and Meta, Inc reserve the right to restrict any items without notice to the vendor. Vendors are responsible for complying with any restrictions listed herein or identified throughout the application process or while participating in an event. Vendors who fail to comply with restrictions will be removed from the event without refund.

Vendor Signature

By checking the box on the Vendor Application, Vendor confirms that it has read, understands, and agrees to the terms and conditions of this Agreement and will abide by all terms and conditions set forth by Company now and in the future.