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CONTRACT 5715 Vender Agreement CLOSEDAgreement No. 5715 ye I p.:: Event Agreement. Thanks for participating in Yelp Inc.'s ("Yelp") upcoming event. We're looking forward to it and hope you are as well. This Event Agreement ("Agreement") contains the respective rights and responsibilities of Yelp and the Service Provider ("You" or "Service Provider") in connection with the Event described below. Event: Location: Date and time: Est. Number of Attendees: Service Provider: Address: Phone: Contact name/Email: Service hours: Yelp's EI Segundo Tasting Tour Downtown EI Segundo Thursday, June 13, 2019, 5-815PM 100 City of EI Segundo 350 Main St., EI Segundo, CA 90245 (310) 524-2352 Barbara Voss, bvoss@elsegundo.org 4-83OPM Services (check those that apply): [ ] Transportation services [ ] Security services, including _ (#) of security professionals, providing crowd control, age verification, emergency response ] Food and/or beverage services [ ] Performance services [ ] A/V services [ ] Photography services (photos to be made available to Yelp within [] days of Event) [ ] Venue Other: FJ,,r\-t Cpd Cd nU--IC10 Additional information: - Yelp Elite Event on Thursday, June 13, 2019 from 5-815PM - Approximately 100 -guests - Participating businesses: Jame Enoteca, EI Segundo Brewing Company, EI Segundo Chophouse, The Tavern, Deluca Pasta, Chef Hannes, Small Cakes - Yelp will provide a photographer for the event - Yelp will promote, curate guest list and facilitate registration on day of the event - All reviews for the event will be posted on a separate event page - Businesses have the option to offer bounceback materials to encourage return visits BY SIGNING THIS AGREEMENT, THE PARTIES AGREE TO THE TERMS SET 5ORTIH BELOW: For Yelp Inc. TI ..ST, CK ork City of EI Segundo Eyo, co Signature Sign Yelp Regional Manager, Community Name and Title Nam nd Title 6/10/2019 Date Date Version: May 2014 Yelp Inc., 140 New Montgomery Street, San Francisco, CA 94105, a Delaware corporation 7CIATFRN'EY .� yelp:: 1. Services. Service Provider will perform the Services throughout the service hours indicated above in accordance with industry standards, training requirements, and licensing and permitting requirements (where applicable). Any promotional materials to be distributed by Service Provider in connection with the Event must be approved by Yelp in advance. Service Providers are responsible for breaking down and cleaning up after themselves after the Event, unless otherwise agreed in writing with Yelp. 2. Promotion. Yelp is responsible, at its sole expense, for promoting the Event, making Yelp -branded promotional materials available, coordinating other aspects of the Event with co-sponsors and other service providers, if applicable, and paying Service Provider the service fee, if specified above. Service Provider grants Yelp a limited license to use, reproduce, publish, display, distribute and transmit Service Provider's trade name, logo, and other trademarks solely in connection with the marketing and promotion of the Event. Yelp may terminate this Agreement for cause or convenience, at its sole discretion, for any reason or no reason and without further liability, provided that it provide prior written notice to Service Provider. For purposes of this Paragraph, notice to Service Provider shall be deemed sufficient if it is sent to the email address listed for Service Provider above, mailed via the United States Postal Service to the physical address listed above, or provided telephonically to the Service Provider telephone number listed above, no less than seven (7) calendar days before the Event date. 3. Photographers and Videographers. The following terms apply only to Service Providers providing photography and videographv services. Yelp may provide You with access to its Flickr account for the sole purpose of uploading photos or video ("Media"). If that happens, Service Provider agrees not to download or delete Media from the account, modify account settings, or provide third parties access to the account. Yelp may use Media for any purpose, including, but not limited to, publishing it and using it for promotional Agreement No. 5715 purposes. Service Provider may not use the Media for any purpose other than (a) to make prints available to the subjects in photos, and (b) to promote its own services (unless prohibited by the subjects in the Media), in which case Service Provider must clearly reference Yelp and the Event. 4. Venue Providers. The following terms apply only to Service Providers providing a venue for the Event ("Venue"). Service Provider retains the right to enforce all rules for the management of the premises and will cooperate with Yelp regarding same. Service Provider represents that its facilities comply with applicable law, including laws relating to making its facility accessible to those with disabilities. Such facilities will be delivered with clean floors, bathrooms, and the like. Yelp will not drive any nails or screws in the Venue premises without Service Provider's consent. Service Provider will provide a private area within the Venue during the Service hours, allow for pre -Event setup and post -Event clean-up. S. Yelp Reviews. Service Provider acknowledges that Yelp owns and operates a website for users to post commentary, photos, and other user -generated content about local businesses and service providers. User -generated content is not reviewed prior to its being posted on Yelp's website. Service Provider acknowledges that Yelp does not remove such user -generated content unless it determines, at its sole discretion, that the content violates its posted terms of service or review guidelines. Reviews and other content relating to the event may be posted to a dedicated event listing webpage on the Yelp website rather than Service Provider's business listing webpage. 6. Insurance. Service Provider must maintain insurance coverage at its sole cost and expense (and provide proof of insurance prior to the Event), effective throughout the Event and with these specified terms: (a) If Service Provider provides transportation, security, venue, or food and/or beverage services, Commercial General Liability insurance (including contractual liability coverage) on an occurrence Version: May 2014 Yelp Inc., 140 New Montgomery Street, San Francisco, CA 94105, a Delaware corporation yelp*& basis for bodily injury, death, "broad form" property damage (including property in your care, custody or control), and personal injury, with coverage limits of not less than $1,000,000 per occurrence and $2,000,000 general aggregate; Service Provider represents that it shall add Yelp to this policy as an additional insured for purposes of the Event; (b) If Service Provider is servine alcohol. Liquor Liability insurance with coverage limits not less than $1,000,000 per occurrence; (c) If Service Provider uses an automobile(s) in connection with the Event (for example, travelline to and from the Event)., Auto Liability Insurance with coverage limits of not less than $1,000,000 per occurrence for bodily injury and property damage; (d) Worker's Compensation insurance as required by law in the state where the Services will be performed, including Employer's Liability coverage with limits of not less than $1,000,000 for injury, disease and death; and (e) Umbrella Liability with coverage limits not less than $1,000,000 per occurrence and in the aggregate. All such coverage will be considered primary without right of contribution of Yelp's insurance policies. In no event will the coverage affect or limit in any manner Section 7, below. All of Service Provider's activities under this Agreement will be at Service Provider's own risk, and Service Provider's employees and contractors will not be entitled to any benefits under the policies of insurance maintained by Yelp. 7. Indemnification. Each party will indemnify and defend the other party and the other party's officers, directors, employees, and successors from and against any third party claims, losses, or damages to persons or property, government charges or fines, and costs (including reasonable attorney's fees) arising from or related to the indemnifying party's negligence in connection with the services it provides under this Agreement or any failure by the party to comply with the terms of this Agreement. No indemnifying party hereunder will consent to the entry of a judgment or settle an indemnified claim without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld. S. Independent Contractor. This Agreement is intended solely as a service agreement, and no partnership, joint venture, employment, agency, franchise, or other form of agreement or relationship is intended. 9. Choice of Law and Arbitration. (a) Any claim, controversy, cause of action or dispute that might arise between Service Provider and Yelp ("Claim") will be exclusively governed by laws of the United States of America and the State of California consistent with the Agreement No. 5715 Federal Arbitration Act without regard to conflict of law provisions or giving effect to any principles that may provide for the application of the laws of another jurisdiction. If the parties mutually agree in writing, they may attempt to mediate a Claim prior to initiating arbitration or litigation. (b) All Claims must be exclusively and finally resolved and settled by final and binding arbitration administered by and in accordance with the rules of the American Arbitration Association ("AAA") before a single neutral arbitrator who is a member of the AAA. Arbitrations will be held in the Jurisdiction where the defendant has its primary place ofof business, but the parties may choose for themselves whether to aooear in person,, by phone, or through the submission of documents. therebv avoidine any inconvenience by personally attendine in a remote location.. The arbitrator will issue a ruling in writing, and will detail all findings of fact and law upon which the ruling was made. The arbitrator will not have the power to commit errors of law or legal reasoning, and the ruling may be vacated or corrected on appeal to a court of competent jurisdiction for such errors. The arbitrator's ruling will otherwise be final and binding on all parties, and may be entered in any court of competent jurisdiction. NOTWITHSTANDING THE FOREGOING, FOR ANY CLAIM WHICH IS NOT SUBJECT TO ARBITRATION OR ANY DISPUTE AS TO THE ENFORCEABILITY OF THIS ARBITRATION PROVISION OR ITS APPLICABILITY TO A SPECIFIC CLAIM, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN SAN FRANCISCO COUNTY, CALIFORNIA. 10. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Faxed signatures will have the same effect as original signatures. If the Agreement is sent to Service Provider by email, an email response from Service Provider indicating acceptance of the Agreement's terms will be deemed a full and valid acceptance of the Agreement and shall have the same effect as an original signature on same. 11. Miscellaneous. Any of Service Provider's terms or conditions which are in addition to or different from those contained in or added by way of interlineation to this Agreement as originally provided to Service Provider by Yelp which are not separately expressly agreed to in writing by both parties are deemed material and are hereby objected to and rejected by Yelp. Anyone agreeing to the Agreement on behalf of Service Provider represents that it has full legal authority to bind Service Provider to the Agreement. The Agreement embodies the entire understanding between the Version: May 2014 Yelp Inc., 140 New Montgomery Street, San Francisco, CA 94105, a Delaware corporation yelp�:C parties respecting the subject matter of herein, and supersedes any and all prior related oral or written representations and agreements between the parties. No conditions, printed or otherwise, appearing on other contracts, orders or copy instructions which conflict with, vary, or add to this Agreement will be binding on Yelp. The Agreement may not be amended or modified except as agreed upon in writing by the parties. No provision in the Agreement No. 5715 Agreement may be waived, except pursuant to a writing executed by the party against whom the waiver is sought to be enforced. Service Provider may not assign the Agreement without Yelp's consent. If any provision of the Agreement is held to be invalid or unenforceable, the parties will substitute for the affected provision a valid or enforceable provision that approximates the intent and economic effect of the affected provision. [END] Version: May 2014 Yelp Inc., 140 New Montgomery Street, San Francisco, CA 94105, a Delaware corporation