These Participant Terms and Conditions (“Terms and Conditions”) govern all aspects of participation in the Wellness Market San Diego event. As used herein, “Organizer” refers to Pineapple Culture LLC d/b/a Novo Dia Wellness, a California limited liability company with its principal office located at 3921 Texas St, San Diego, CA 92104, and “Participant” refers to the brand, company, or individual who has executed the Participant Booth Contract with Organizer. Organizer and Participant may be referred to individually as a “Party” and collectively as the “Parties.”
2. ENGAGEMENT
Organizer hereby engages Participant, and Participant agrees to participate in the Event as an independent vendor, sponsor, or exhibitor, subject to the commercial terms set forth in the Participant Booth Contract and the Participant Benefits outlined in Exhibit B. Participant’s engagement is strictly limited to the rights explicitly granted in these Terms and Conditions.
Unless explicitly stated in the Participant Booth Contract, Participant’s participation is entirely non-exclusive. Organizer makes no guarantee of exclusivity and reserves the right to contract with any other parties, including Participant’s direct competitors, for participation in the Event.
3. PARTICIPANT OBLIGATION AND FEES
All invoices are due upon receipt unless Organizer expressly states otherwise on the applicable invoice. Participant shall have up to seven (7) business days from the invoice date to remit payment before any late fees may be assessed. If Organizer expressly agrees to a deposit arrangement in writing, any deposit paid is non-refundable once received by Organizer. If Organizer does not receive the required payment within seven (7) business days after the invoice date, Organizer may, in its sole discretion, cancel Participant’s space, package, sponsorship, exhibit placement, or other participation in the Event and release such opportunity to another participant, without further obligation to Participant unless Organizer expressly agrees otherwise in writing.
If Organizer does not receive payment within seven (7) business days after the invoice date, the unpaid amount may accrue a late fee at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, until paid in full. In the event of a returned check, failed ACH transfer, declined card payment, or other reversed payment, Participant shall pay an administrative fee of Fifty Dollars ($50.00). Participant shall not initiate any credit card chargeback, ACH dispute, or other payment reversal with respect to amounts properly due under these Terms and Conditions. If Participant initiates a chargeback, dispute, or reversal, Participant remains fully liable for the original amount due, plus any applicable banking fees, processing fees, administrative costs, collection costs, and attorneys’ fees to the extent recoverable under these Terms and Conditions or applicable law.
Participant’s space, package, sponsorship, exhibit placement, or other participation in the Event shall not be deemed confirmed unless and until Organizer has received full payment required under these Terms and Conditions or the applicable invoice, together with any other documentation, forms, approvals, or materials requested by Organizer. Organizer reserves the right to require a signed copy of these Terms and Conditions at any time and to withhold booth assignment, Event access, Participant Benefits, or final confirmation until any such requested items are received.
Participant is solely and exclusively responsible for the collection, reporting, and payment of any sales, use, excise, and other taxes arising from its sales or activities at the Event. Organizer shall not be responsible for withholding or paying any taxes on behalf of Participant.
Participant must ensure its booth or activation space is adequately staffed by professional, courteous Participant Representatives during all operational hours of the Event. Booths must be kept clean, orderly, and visually appealing. All Participant Equipment must fit entirely within the assigned booth footprint.
Participant shall not sublease, assign, share, or apportion its booth space, nor allow any third party to exhibit or promote within its space, without the prior written consent of Organizer. If Participant uses contractors or sub-vendors inside its booth with Organizer’s approval, such individuals are deemed Participant Representatives, and Participant remains fully responsible for their acts, omissions, and compliance with these Terms and Conditions.
Organizer reserves the sole and exclusive right to determine the location, placement, size, configuration, and assignment of all booth and activation spaces at the Event. Any booth or activation space assigned to Participant is subject to change at any time before or during the Event in Organizer’s sole discretion. Organizer does not guarantee any specific location, visibility, foot traffic, proximity to entrances, features, or other participants. Participant’s dissatisfaction with booth placement or surrounding conditions shall not entitle Participant to any refund, credit, offset, or compensation. Participant shall comply promptly with any relocation, resizing, or reconfiguration instructions issued by Organizer.
Participant shall complete load-in, setup, breakdown, and load-out strictly within the times designated by Organizer. Participant shall keep its booth or activation space fully operational, staffed, and open to attendees during all required Event hours unless otherwise approved by Organizer in writing. Participant shall not begin breakdown, tear-down, packing, or removal of materials before the official close of the Event without Organizer’s prior written consent. If Participant fails to complete breakdown or load-out within the designated times, begins breakdown early without approval, or otherwise fails to timely vacate its assigned space, Participant shall be responsible for any resulting additional labor costs, venue charges, overtime charges, rental costs, cleaning costs, storage costs, applicable fees, or other expenses incurred by Organizer or the Venue as a result.
Participant shall keep all displays, furnishings, equipment, signage, product, and personnel strictly within the boundaries of its assigned booth or activation space. Participant shall not block or obstruct aisles, walkways, entrances, exits, sightlines, neighboring booths, fire lanes, or common areas. Participant shall comply with all Venue, fire-safety, and Organizer instructions regarding clearances, egress, and space usage.
Participant shall not use amplified sound, microphones, speakers, music, flashing lights, strong scents, smoke, vapors, or other attention-getting devices or activities that, in Organizer’s judgment, are disruptive, unsafe, excessive, or unreasonably interfere with the Event, the Venue, attendees, or other participants. Organizer may require Participant to immediately reduce, modify, or discontinue any such activity or equipment.
Participant shall be solely responsible for any damage caused by Participant or Participant Representatives to the Venue, Event space, furnishings, fixtures, equipment, or property of Organizer, the Venue, or third parties. Participant shall keep its booth area clean and free of debris at all times and shall leave the space in clean condition at the conclusion of the Event. Participant shall be responsible for all cleanup, repair, replacement, and restoration costs arising from its use of the space, including removal of trash, signage, tape, adhesives, packaging, or abandoned materials.
Organizer reserves the right to require Participant to remove, cover, reposition, modify, reduce, or discontinue any booth element, display, equipment, decoration, signage, activity, or conduct that Organizer determines, in its sole discretion, violates these Terms and Conditions, Venue rules, applicable law, safety requirements, or the operational standards of the Event. If Participant fails to comply immediately with Organizer’s instructions, Organizer may take corrective action directly at Participant’s expense and/or remove Participant from the Event without refund.
Participant shall confine all sales, sampling, and promotional activities strictly to its assigned booth footprint. Roaming solicitation, flyer distribution, or aggressive hawking in the aisles or common areas of the Venue is strictly prohibited.
Participant must strictly adhere to the load-in, load-out, and operational times set forth in the Participant Booth Contract. Participant is solely responsible for its own transportation, parking, and associated costs. Organizer does not guarantee parking availability for Participant or its staff
4. SALES, SERVICES, PRODUCTS SAFETY, AND REGULATORY COMPLIANCE.
Participant may engage in on-site sales, demonstrations, sampling, and services at the Event only to the extent permitted under these Terms and Conditions and only if Participant possesses and maintains all licenses, permits, certifications, registrations, and approvals required under applicable federal, state, local, and county law (collectively, the “Required Licenses”).
Participant represents and warrants that it possesses, and will maintain in good standing through the Event Date and all load-in and load-out periods, all Required Licenses necessary for its planned activities, products, services, demonstrations, sampling, and sales. Participant is solely and exclusively responsible for obtaining, maintaining, and complying with all Required Licenses, including compliance with all applicable California Department of Tax and Fee Administration (CDTFA) requirements, health department requirements, seller’s permit requirements, and local business licensing requirements. Organizer may request proof of Required Licenses at any time before or during the Event, and Participant shall provide such proof immediately upon request. Organizer’s request for proof, or failure to request proof, shall not create any duty on Organizer’s part to verify, monitor, or ensure Participant’s compliance. Failure to provide proof of Required Licenses immediately upon request may result in immediate removal from the Event without refund.
Participant may distribute, sell, or sample pre-packaged food products and pre-packaged non-alcoholic beverages only, subject to Participant’s compliance with all applicable laws, permits, licenses, approvals, and Venue requirements. Alcoholic beverages are strictly prohibited. Participant shall not sell, serve, distribute, dispense, or sample any alcoholic beverage at the Event under any circumstances. No cooking, heating, open-flame use, brewing, blending, mixing, assembly, or on-site food or beverage preparation of any kind is permitted. Participant is solely responsible for ensuring that all permitted products are properly packaged, labeled, stored, transported, and handled in compliance with all applicable health, safety, and consumer protection requirements.
Participant warrants and represents that all products and services offered, displayed, demonstrated, distributed, sampled, or sold by Participant at or in connection with the Event (collectively, the “Offerings”) are safe, non-defective, non-expired, lawfully marketed, and compliant with all applicable federal, state, and local laws, rules, regulations, and industry standards. Participant is solely responsible for proper ingredient labeling, allergen disclosures, usage instructions, contraindications, and any necessary health or safety warnings. Participant further represents and warrants that it has conducted all necessary due diligence, testing, quality control, and review to ensure that its Offerings will not cause injury, illness, allergic reaction, property damage, or other harm to attendees or third parties when used as intended or as reasonably foreseeable.
Participant represents and warrants that its products, materials, samples, packaging, labeling, displays, and activities at or in connection with the Event comply with California Proposition 65, to the extent applicable, including the provision of any required warnings. Participant is solely responsible for determining whether a Proposition 65 warning is required and for providing, displaying, and maintaining any such warning in a clear, conspicuous, and legally compliant manner. Organizer shall have no duty to evaluate Participant’s Proposition 65 obligations or to provide Proposition 65 warnings on Participant’s behalf.
Participant represents and warrants that all services are performed in a professional and lawful manner by qualified, trained, and, where applicable, properly licensed personnel, in compliance with all applicable laws and industry standards. Participant shall be solely responsible for the acts, omissions, supervision, conduct, and qualifications of its employees, agents, contractors, representatives, and staff.
Participant acknowledges and agrees that it is solely and exclusively responsible for the quality, safety, efficacy, legality, marketing, sale, service, demonstration, sampling, and distribution of all Offerings. Participant assumes all risk and liability arising out of or relating to its Offerings, including any claim involving bodily injury, illness, allergic reaction, adverse reaction, contamination, mislabeling, product defect, inadequate warning, improper handling, negligent service, or violation of law.
Organizer’s marketing materials, social media, website content, event signage, or promotional communications may reference, describe, feature, or invite attendees to explore, sample, purchase, or engage with Participant or Participant’s Offerings. Any such reference or promotional language shall not constitute Organizer’s endorsement, verification, approval, certification, representation, or warranty of any Participant, product, service, or Offering. Participant remains solely responsible for all Offerings regardless of any promotional reference made by Organizer.
Organizer shall have no liability whatsoever for any injury, illness, allergic reaction, adverse outcome, property damage, financial loss, regulatory issue, or other harm arising from or related to Participant’s Offerings, services, demonstrations, sampling, sales, acts, omissions, or noncompliance. Participant acknowledges that Organizer is merely providing the Event platform and is not the manufacturer, seller, distributor, preparer, provider, or guarantor of Participant’s Offerings.
Any violation of this Section 4, including operation without Required Licenses, prohibited food or beverage activity, prohibited alcohol-related activity, unsafe Offerings, inadequate labeling or warnings, or failure to provide proof of compliance upon request, shall constitute a material breach of these Terms and Conditions and may result in Participant’s immediate removal from the Event without refund, in addition to any other rights or remedies available to Organizer under these Terms and Conditions.
5. HEALTH AND WELLNESS CLAIMS; ATTENDEE INTERACTIONS.
Participant shall not make any false, misleading, deceptive, unlicensed, or unsubstantiated health, medical, therapeutic, or wellness claims regarding its products or services. Participant acknowledges and agrees that it is acting solely on its own behalf and is not providing medical advice on behalf of Organizer or the Event. Participant shall not diagnose, treat, cure, prevent, or represent that it can diagnose, treat, cure, or prevent any disease or medical condition unless Participant is lawfully licensed and authorized to do so under applicable law. Organizer reserves the right to prohibit any product, service, statement, demonstration, or activity that Organizer reasonably determines may violate this Section or create legal, regulatory, safety, or reputational risk.
For any services involving physical touch (e.g., bodywork or massage), ingestion of supplements, or other elevated-risk activities, Participant shall obtain written liability waivers and informed consents from attendees prior to providing the applicable service, sample, or activity. Such waivers shall expressly release Participant, Organizer, and the Venue to the fullest extent permitted by applicable law. Participant shall be solely responsible for maintaining all such waivers and consents and shall provide copies to Organizer upon request. Failure to obtain any required waiver or consent shall not relieve Participant of liability or responsibility under these Terms and Conditions.
6. MARKETING AND CROSS-PROMOTION
Participant agrees to collaborate with Organizer on cross-promotional efforts intended to enhance awareness, visibility, and attendance for the Event. Such efforts may include sharing Event information and promotional materials through Participant’s marketing channels, including social media, email, websites, blogs, newsletters, or other platforms actively maintained by Participant; displaying physical or digital Event promotional materials provided by Organizer; displaying Event flyers, posters, or similar promotional materials at Participant’s business location, if Participant operates a physical location open to customers or visitors; and supporting Event awareness through word-of-mouth promotion, co-branded social media content, or other mutually appropriate promotional activities. Organizer may provide suggested timelines, messaging, brand assets, and promotional guidelines for Participant’s use.
Participant agrees to use commercially reasonable efforts to support promotion of the Event through Participant’s active marketing channels. Unless otherwise approved by Organizer in writing, Participant’s promotional commitment shall include at least:
(a) one (1) Instagram feed post;
(b) two (2) Instagram story posts;
(c) one (1) dedicated email newsletter, if Participant maintains an active email marketing channel; and
(d) displaying or distributing Event flyers or posters at Participant’s physical business location, if Participant operates a public-facing physical location and Organizer provides such materials.
If Participant does not actively maintain one or more of the foregoing channels or does not operate a physical business location, Organizer may approve a comparable substitute promotional activity in its sole discretion.
Participant shall only use marketing assets and Event descriptions approved or provided by Organizer. Participant shall not make any misleading statements regarding the Event’s scale, talent, or schedule.
Organizer may reference Participant, including its name and Participant Marks, in Event marketing materials. Such inclusion is for promotional purposes and does not constitute a partnership, joint venture, or endorsement.
7. PARTICIPANTS BENEFITS.
Subject to timely payment of the Participant Fee and strict compliance with these Terms and Conditions, Organizer will provide the Participant Benefits set forth in Exhibit B. All benefits are subject to availability, Venue restrictions, safety protocols, operational schedule changes, and Organizer’s reasonable discretion. Organizer may substitute comparable benefits if originally promised benefits become unavailable.
If Participant purchases a sponsorship package that expressly includes an exclusivity benefit, any such exclusivity shall apply only to the specific sponsor-level designation, branding, placement, activation, promotional visibility, or other sponsorship benefit expressly identified by Organizer in writing for the purchased sponsorship package. Such exclusivity shall not be construed as Event-wide exclusivity or as exclusive participation rights. Organizer may permit exhibitors, vendors, participants, or other brands, including those in the same or similar industry or business category and including direct competitors, to exhibit, sell, sample, activate, or otherwise participate in the same sponsored zone or elsewhere at the Event; provided, however, that Organizer shall not grant a direct competitor sponsor-level branding, featured placement, naming rights, promotional visibility, activation rights, or other substantially similar sponsorship exposure within the same sponsored zone or within the same exclusive sponsorship category purchased by Participant. Organizer may permit one or more sponsors within the same zone, provided that such sponsors are not direct competitors, as determined by Organizer in its sole discretion. Organizer may also permit sponsors, exhibitors, vendors, or participants in the same or similar industry or business category to participate in other zones, at other sponsorship levels or designations, or in non-sponsorship capacities, including permitting one brand to serve as a Title Sponsor and another brand in the same or similar category to serve as a Zone Sponsor. Organizer shall have the sole discretion to determine whether brands, products, or services are direct competitors and whether any sponsorship rights, benefits, placement, branding, or visibility are sponsor-level or substantially similar to those granted to Participant.
Notwithstanding any first right of refusal benefit included in a sponsorship package, Participant’s right of refusal shall be exercised within thirty (30) calendar days of Organizer’s written notice offering the same or substantially similar sponsorship opportunity for a subsequent Event. If Participant fails to provide written acceptance or rejection within such thirty-day period, Organizer shall be free to offer and negotiate such sponsorship opportunity with other potential sponsors without further obligation to Participant
8. INSURANCE
Participant shall obtain and maintain, at its sole cost and expense, the following insurance coverages in full force and effect through the Event Date, including all load-in and load-out periods:
(a) Commercial General Liability. Participant shall maintain Commercial General Liability insurance written on an occurrence basis with limits of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate, covering bodily injury, property damage, personal and advertising injury, contractual liability, premises and operations, independent contractors, and products/completed operations.
(b) Workers’ Compensation and Employers’ Liability. If Participant has any employees, workers, assistants, contractors, or staff participating in or supporting Participant’s presence at the Event, Participant shall maintain Workers’ Compensation insurance as required by California law and Employers’ Liability insurance with limits of not less than One Million Dollars ($1,000,000) each accident, One Million Dollars ($1,000,000) disease each employee, and One Million Dollars ($1,000,000) disease policy limit.
(c) Professional Liability. If Participant is providing professional wellness, bodywork, coaching, treatment-adjacent, or other professional services, Participant shall maintain Professional Liability / Errors and Omissions insurance with limits of not less than One Million Dollars ($1,000,000) per claim.
(d) Commercial Automobile Liability. If Participant uses any owned, hired, leased, rented, or non-owned vehicles in connection with the Event, including for delivery, transport, loading, unloading, or mobile operations, Participant shall maintain Commercial Automobile Liability insurance with limits of not less than One Million Dollars ($1,000,000) combined single limit per accident.
Participant shall provide Organizer with a certificate of insurance and any required endorsements no later than thirty (30) days before the Event Date. Where applicable, required policies shall name Pineapple Culture LLC as an additional insured and shall include primary and non-contributory wording and waiver of subrogation in its favor, to the extent available and permitted by law. Organizer’s review, acceptance, or failure to review any certificate of insurance, endorsement, or other proof of coverage shall not waive Participant’s obligation to obtain and maintain the required insurance, nor shall it limit Participant’s liability or other obligations under this Agreement. Insurance compliance is a material condition of participation. Participant shall not be permitted to load in, access the Venue, set up, or participate in the Event unless and until Organizer has received the required certificate of insurance and any required endorsements, unless Organizer expressly approves otherwise in writing to the extent consistent with Venue requirements. Failure to provide or maintain the required insurance may result in cancellation of Participant’s engagement, denial of Event access, or removal from the Event without refund.
Organizer may, in its sole discretion, require higher limits, additional coverages, or additional insured wording if required by the Venue, the nature of Participant’s activities, or Organizer’s risk assessment. Organizer may make a written exception or modification only to the extent such exception or modification does not conflict with any non-waivable Venue requirement or applicable law. Nothing in this Section shall be construed to obligate Organizer or the Venue to permit participation by any uninsured vendor.
9. VENUE RULES; THIRD-PARTY MARKS; NO FALSE AFFILIATION
Participant must strictly adhere to the Venue Rules set forth in Exhibit A. Any fines, damage fees, or penalties levied by the Venue due to Participant’s violation of these rules will be the sole financial responsibility of Participant.
Participant shall not use, display, distribute, reproduce, sell, or otherwise present any name, logo, trademark, service mark, design, image, or other intellectual property of the San Diego Padres, the Venue, Organizer, or any third-party sponsor, partner, or exhibitor in connection with Participant’s booth, activation, products, services, marketing, signage, packaging, or promotional materials without prior express written authorization from the applicable rights holder or Organizer, as applicable.
Participant shall not state, imply, or otherwise suggest any sponsorship, endorsement, approval, partnership, or affiliation with the San Diego Padres, the Venue, Organizer, or any third-party sponsor, partner, or exhibitor unless expressly authorized in writing.
Any violation of this Section shall constitute a material breach of these Terms and Conditions and may result in Participant’s immediate removal from the Event, without refund, in addition to any other rights or remedies available to Organizer under these Terms and Conditions.
10. ORGANIZER OBLIGATIONS AND DISCLAIMERS
Organizer will use commercially reasonable efforts to produce, manage, and promote the Event.
11. PHOTOGRAPHY, VIDEOGRAPHY AND MEDIA RELEASE.
Participant hereby grants Organizer and its assigns the irrevocable, perpetual, worldwide, royalty-free right to photograph, record, edit, and use the likeness, voice, booth appearance, and branding of Participant and Participant Representatives for promotional, marketing, trade, and commercial purposes related to the Event in any media. Participant represents it has the authority to grant this release on behalf of its staff. Participant shall be solely responsible for obtaining written authorization from each such individual prior to the event and for providing proof of such authorization to Organizer upon request. Participant agrees to indemnify and hold harmless Organizer from any claims arising from the failure to obtain such authorization.
12. GRANT OF LICENSE AND BRAND USE
Participant grants Organizer a non-exclusive, limited, revocable license to use Participant Marks solely to market the Event and fulfill the Participant Benefits.
Organizer grants Participant a non-exclusive, limited, revocable license to use Organizer Marks solely to promote Participant’s presence at the Event. Participant shall not alter or modify Organizer Marks. Upon Organizer’s request, Participant shall immediately cease use of Organizer Marks.
13. INTELLECTUAL PROPERTY.
Each Party retains all right, title, and interest in and to its respective intellectual property, including its trademarks, logos, content, materials, and other proprietary rights. Organizer solely owns the Event name, Event concept, Event format, Event programming, Event branding, and all Event Materials created by or for Organizer. Participant retains ownership of Participant’s own pre-existing and independently developed materials, products, services, trademarks, and content. Except for the limited licenses expressly granted in these Terms and Conditions, nothing in these Terms and Conditions grants either Party any ownership interest in or implied license to the other Party’s intellectual property.
14. TERM
These Terms and Conditions are effective as of the date the Participant Booth Contract is executed by both Parties and terminate upon the final conclusion of Event load-out and the satisfaction of all post-Event obligations, unless earlier terminated pursuant to the terms herein.
15. PARTICIPANT CANCELLATION AND REFUND POLICY.
Participant acknowledges that Organizer incurs substantial sunk costs, including marketing, promotion, administrative, staffing, production, and opportunity costs, and dedicates finite booth space based on Participant’s commitment. The Parties agree that the damages likely to be suffered by Organizer in the event of Participant’s cancellation would be difficult to determine with precision, and that the following amounts are intended as liquidated damages and not as a penalty. Upon cancellation, Participant shall remain responsible for the retained portion of the Participant Fee under the applicable cancellation tier, whether previously paid or unpaid, and any unpaid retained balance shall remain immediately due and payable.
(a) 60 or more calendar days before Event Date: Participant receives a 50% refund of the total Participant Fee. Organizer retains 50%.
(b) 30 to 59 calendar days before Event Date: Participant receives a 25% refund of the total Participant Fee. Organizer retains 75%.
(c) Less than 30 calendar days before Event Date, or No-Show: 0% refund. Organizer retains 100% of the total Participant Fee.
Cancellation is effective only upon Organizer’s actual receipt of written notice from Participant sent to hello@novodiawellness.com. Verbal notice, text messages, social media messages, or notice to third parties shall not constitute effective cancellation. Participant’s failure to appear at the Event, timely load in, or occupy its assigned space without prior written cancellation notice shall constitute an immediate cancellation effective as of the Event start date, and Participant shall forfeit any right to a refund and remain responsible for one hundred percent (100%) of the total Participant Fee.
16. ORGANIZER ADJUSTMENTS, CANCELLATION, SUSPENSIONS, REMOVAL AND REMEDIES.
Participant acknowledges that the Event is a live, dynamic production and that Organizer may need to make changes, adjustments, substitutions, relocations, postponements, rescheduling decisions, cancellations, or other modifications to the Event before or during the Event. Organizer reserves the right, in its sole discretion or as reasonably necessary, to modify the Event’s date, time, schedule, duration, programming, activities, speakers, participants, layout, booth assignments, format, Venue, location within the Venue, or any other operational aspect of the Event.
Such changes may be made for any reason Organizer deems necessary or advisable, including, without limitation, operational needs, safety concerns, venue requirements or restrictions, weather, emergencies, staffing issues, talent or participant cancellations, legal or regulatory requirements, logistical constraints, low attendance projections, or other circumstances affecting Event production, feasibility, or administration.
Organizer shall use commercially reasonable efforts to notify Participant of any material cancellation, postponement, rescheduling, relocation, or modification of the Event in a timely manner under the circumstances; provided, however, that Organizer shall have no liability for any failure or delay in providing such notice.
Participant acknowledges and agrees that Organizer may incur substantial, non-recoverable costs before the Event, including marketing, advertising, promotional, administrative, production, staffing, coordination, and venue-related costs, and that Organizer’s promotion of the Event and Participant may provide Participant with branding, exposure, promotional value, and other benefits regardless of whether the Event occurs as originally scheduled. Participant agrees that such expenditures and benefits form part of the consideration for the Participant Fees and shall be taken into account in determining any remedy, if any, arising from any cancellation, postponement, rescheduling, relocation, or modification of the Event.
Participant agrees that any cancellation, postponement, rescheduling, relocation, modification, adjustment, substitution, or other change to the Event shall not constitute a breach of these Terms and Conditions by Organizer and shall not, by itself, entitle Participant to terminate these Terms and Conditions or to any refund, credit, offset, damages, compensation, or other liability on the part of Organizer.
Participant further agrees that if Organizer changes the Event Venue, Event date, Event hours, Event layout, Event format, Event programming, or other operational aspects of the Event, Participant shall remain bound by these Terms and Conditions and shall participate in the Event as changed.
If the Event is completely canceled by Organizer and is not rescheduled, for reasons other than Force Majeure or Participant’s breach of these Terms and Conditions, Organizer’s sole liability and Participant’s sole and exclusive remedy shall be, at Organizer’s sole discretion: (a) participation in a substitute Event designated by Organizer; (b) event credit in the amount of Participant Fees paid, to be applied toward a future Event designated by Organizer; or (c) a partial refund of Participant Fees actually paid, less any non-recoverable marketing, advertising, promotional, administrative, production, staffing, venue, and other Event-related costs incurred or committed by Organizer before cancellation.
Except for the specific remedy, if any, expressly offered by Organizer under this Section, and to the maximum extent permitted by applicable law, Participant waives and releases any claim against Organizer arising out of or related to any cancellation, postponement, rescheduling, relocation, or modification of the Event, including any claim for direct, indirect, incidental, consequential, special, exemplary, or punitive damages, lost profits, lost business opportunities, travel costs, lodging costs, marketing costs, advertising costs, payroll costs, staffing costs, printing costs, or any other out-of-pocket expenses.
Participant further acknowledges that Organizer does not guarantee any specific Event format, Venue, date, schedule, attendance level, participant lineup, programming element, sales outcome, or promotional result, and Participant assumes the business risk associated with participating in a live event environment.
Organizer may immediately suspend, remove, or terminate Participant’s engagement without refund if Participant: (a) commits a material breach of these Terms and Conditions; (b) engages in unsafe conduct; (c) fails to pay fees or maintain insurance/permits; (d) makes unauthorized or misleading medical claims; (e) infringes intellectual property; (f) engages in harassment or discrimination; (g) violates Venue rules; or (h) engages in conduct causing reputational harm to Organizer or the Event. Remedies are cumulative and may include denial of entry, removal of property, retention of fees, and pursuit of actual damages and injunctive relief.
17. FORCE MAJEURE.
Neither Party shall be liable for delay or failure to perform its obligations (other than payment obligations) due to a Force Majeure Event. If the Event cannot occur due to a Force Majeure Event, Organizer retains the sole discretion to reschedule the Event, relocate the Event, issue a credit for a future event, or provide a proportionate refund, unless a specific remedy is strictly required by applicable California consumer protection law.
18. REPRESENTATIONS AND WARRANTIES.
Participant represents and warrants that: (a) it has the full legal authority to enter into these Terms and Conditions; (b) its Participant Marks, products, services, materials, and Offerings, and Organizer’s permitted use thereof in accordance with these Terms and Conditions, do not and will not infringe, misappropriate, or otherwise violate any intellectual property, privacy, publicity, or other rights of any third party; (c) it will comply with all applicable federal, state, and local laws, rules, regulations, ordinances, and orders in connection with its participation in the Event; and (d) it will not display, distribute, promote, or sell any illegal, defamatory, obscene, infringing, or inherently dangerous materials, products, or services at the Event.
19. INDEMNIFICATION.
Participant shall indemnify, defend, and hold harmless Organizer, the Venue, and their respective owners, members, managers, officers, directors, employees, agents, representatives, contractors, affiliates, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, causes of action, liabilities, damages, losses, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys’ fees and costs of defense, arising out of or related to: (a) Participant’s breach of these Terms and Conditions; (b) Participant’s participation in the Event, including its booth, activation, setup, operation, staffing, demonstrations, sampling, sales, services, breakdown, and load-out; (c) the sale, distribution, sampling, demonstration, or use of Participant’s products, services, or Offerings; (d) any bodily injury, illness, allergic reaction, death, property damage, or other harm caused by Participant or Participant Representatives; (e) the negligent acts, negligent omissions, recklessness, or willful misconduct of Participant or Participant Representatives; (f) any actual or alleged infringement, misappropriation, or violation of any intellectual property, privacy, publicity, or other proprietary rights by Participant, Participant Marks, or Participant Materials; (g) any failure by Participant to obtain or maintain required licenses, permits, approvals, insurance, waivers, disclosures, or consents; and (h) any tax, wage-and-hour, employment, labor, contractor-classification, or workers’ compensation claim arising from Participant’s business or Participant Representatives.
Participant’s duty to defend shall apply upon written tender of a claim by an Indemnified Party. Participant shall not settle any claim affecting an Indemnified Party without that Indemnified Party’s prior written consent, which may be withheld in its reasonable discretion.
20. INDEPENDENT CONTRACTORS; LABOR AND TAX COMPLIANCE
The Parties are independent contractors. Nothing herein creates a partnership, joint venture, or employment relationship. Participant is solely responsible for the hiring, supervision, and compensation of all Participant Representatives, including compliance with wage and hour laws, payroll taxes, worker classification laws, and the maintenance of workers’ compensation insurance.
21. ASSUMPTION OF RISK, PROPERTY; NO BAIILMENT
Participant voluntarily assumes all risks associated with participation in a live public event. Organizer is not a bailee of Participant Equipment. Participant is solely responsible for the security, safeguarding, and insurance of its property, inventory, and equipment. Organizer provides no overnight security and shall not be liable for any theft, damage, or loss of Participant Materials.
22. CONFIDENTIALITY AND DATA PRIVACY
Participant agrees to maintain the confidentiality of all Confidential Information and shall not disclose it to any third party. Participant shall not make any public statement, press release, announcement, or social media disclosure regarding any non-public Event information, sponsorship terms, attendee information, operational details, or Confidential Information without Organizer’s prior written consent. If Participant collects personal data or leads from Event attendees, Participant shall comply with all applicable privacy laws, including the California Consumer Privacy Act (CCPA) if applicable, implement commercially reasonable data security measures, and not sell or share such data without providing legally required notices and obtaining necessary consents.
23. LIMITATION OF LIABLITY
24. ACCESIBILITY, CONDUCT AND NON-DISCRIMINATION COMPLIANCE
Participant is solely responsible for ensuring that its booth, activation, displays, equipment placement, customer interactions, and Participant Representatives comply with all applicable accessibility, non-discrimination, and public-accommodation laws, including the Americans with Disabilities Act and California’s Unruh Civil Rights Act, to the extent applicable to Participant’s activities at the Event. Participant shall not discriminate against any attendee or other person on the basis of any characteristic protected by applicable law. Participant shall reasonably cooperate with Organizer and the Venue regarding accessibility-related rules, requests, and operational requirements applicable to Participant’s booth or activities. Nothing in these Terms and Conditions shall be construed as a representation or warranty by Organizer regarding the ADA or other legal compliance of the Venue’s common areas or base building conditions.
25. GENERAL.
These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of California. Any court proceeding permitted under these Terms and Conditions, including any action for provisional or injunctive relief or to enforce an arbitration award, shall be brought exclusively in San Diego County, California.
If any provision of these Terms and Conditions is held by a court of law to be illegal, invalid, or unenforceable, (i) that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and (ii) the legality, validity and enforceability of the remaining provisions of these Terms and Conditions shall not be affected or impaired thereby.
The failure of either Party to insist on the performance of any term or condition of these Terms and Conditions, or the waiver of any breach thereof, shall not be construed as a waiver of such term or condition. All terms and conditions of these Terms and Conditions shall continue in full force and effect as if no such forbearance or waiver had occurred.
Before initiating arbitration, the Parties shall first attempt in good faith to resolve any dispute arising out of or relating to these Terms and Conditions through informal discussions. Either Party may initiate this process by providing written notice of the dispute to the other Party, and the Parties shall confer in good faith for a period of thirty (30) business days after such notice. If the dispute is not resolved within that period, either Party may submit the dispute to binding arbitration in San Diego, California, administered by JAMS or AAA in accordance with their applicable commercial arbitration rules. To the fullest extent permitted by law, THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. All claims must be brought solely in the Parties’ individual capacities, and the arbitrator shall have no authority to hear or arbitrate any class, collective, consolidated, or representative action, or to award relief to any person or entity not a party to the arbitration. Notwithstanding the foregoing, either Party may seek provisional or injunctive relief in a court of competent jurisdiction to prevent irreparable harm.
In any action, arbitration, or proceeding to enforce or interpret these Terms and Conditions, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, expert witness fees, and out-of-pocket costs.
Organizer reserves the right to update, modify, or amend these Terms and Conditions at any time and for any reason, in its sole discretion. Updated versions will be posted on Organizer’s website. Any such update, modification, or amendment shall be effective upon posting and shall apply to all Participants, including those who have previously executed a Participant Booth Contract, regardless of the date of execution. Participant’s continued participation in the Event following the posting of any update or modification shall constitute Participant’s acceptance of the revised Terms and Conditions. It is Participant’s responsibility to review these Terms and Conditions periodically for updates.
Any provisions of these Terms and Conditions that by their nature should survive the expiration, cancellation, or termination of these Terms and Conditions shall survive, including, without limitation, provisions relating to payment obligations, late fees, refunds, cancellation, damage, cleanup, restoration, intellectual property, confidentiality, data privacy, insurance, indemnification, limitation of liability, dispute resolution, and all other accrued rights and obligations of the Parties.
Participant agrees to strictly comply with the following Venue and Organizer operational rules:
✓ Naming rights: “[Your Brand Name] presents Wellness Market San Diego”
✓ Premium logo placement on all event flyers
✓ First right of refusal to renew the same sponsorship category/designation for 2027
✓ Dedicated event website section
✓ Dedicated email newsletter
✓ Dedicated social media feature
✓ Dedicated SMS campaign during the event
✓ Opt-In attendee contact list
✓ 1 professionally produced short video showcasing attendee engagement with your brand during the Event (up to 30 seconds)
✓ Album with 15 professional photos showcasing attendee engagement with your brand during the event
✓ Premium logo placement on primary event LED screen
✓ Logo placement on zone / event LED screens
✓ Logo placement on staff T-shirt
✓ On-site signage
✓ Premium booth placement (10’x10’)
✓ 6′ x 30″ table (no linens)
✓ Sponsor & Exhibitor Networking event at Diamond Room – 2x guest passes
✓ Brand remarks during the main event
✓ Brand remarks during the networking event
✓ Product sampling rights
✓ Service demo / mini-session rights
✓ Direct sales opportunity
✓ Lead capture opportunity
✓ Exclusive use of the South Salon for brand activation
✓ Sponsor-level exclusivity within purchased sponsorship package or zone; not exclusive participation rights
✓ Custom brand activation footprint opportunity
✓ Swag bag inclusion in Padres Wives experience ($15/item minimum requirement)
✓ Post-event recap inclusion
✓ First right of refusal to renew the same sponsorship category/designation for 2027
✓ Dedicated event website section
✓ Dedicated email newsletter
✓ Dedicated social media feature
✓ Album with 15 professional photos showcasing attendee engagement with your brand during the event
✓ Premium logo placement on primary event LED screen
✓ Logo placement on zone / event LED screens
✓ On-site signage
✓ Premium booth placement (10’x10’)
✓ 6′ x 30″ table (no linens)
✓ Sponsor & Exhibitor Networking event at Diamond Room – 2x guest passes
✓ Brand remarks during the main event
✓ Brand remarks during the networking event
✓ Product sampling rights
✓ Service demo / mini-session rights
✓ Direct sales opportunity
✓ Lead capture opportunity
✓ Sponsor-level exclusivity within purchased sponsorship package or zone; not exclusive participation rights
✓ Custom brand activation footprint opportunity
✓ Swag bag inclusion in Padres Wives experience ($15/item minimum requirement)
✓ Dedicated email newsletter section
✓ Dedicated social media feature
✓ Event website listing
✓ Premium booth placement (10’x10’)
✓ 6′ x 30″ table (no linens)
✓ Sponsor & Exhibitor Networking event at Diamond Room – 2x guest passes
✓ Product sampling rights
✓ Service demo / mini-session rights
✓ Direct sales opportunity
✓ Lead capture opportunity
✓ Swag bag inclusion in Padres Wives experience ($15/item minimum requirement)
✓ Event website listing
✓ Booth placement space (6’x6′)
✓ 6′ x 30″ table (no linens)
✓ Sponsor & Exhibitor Networking event at Diamond Room – 2x guest passes
✓ Product sampling rights
✓ Service demo / mini-session rights
✓ Direct sales opportunity
✓ Lead capture opportunity
✓ Swag bag inclusion in Padres Wives experience ($15/item minimum requirement)
✓ Event website listing
✓ Booth placement space (6’x4′)
✓ 6′ x 30″ table (no linens)
✓ Sponsor & Exhibitor Networking event at Diamond Room – 2x guest passes
✓ Product sampling rights
✓ Service demo / mini-session rights
✓ Direct sales opportunity
✓ Lead capture opportunity