HOOSIER HOMETOWN MARKETS
Standard Vendor Agreement
This Vendor Agreement (“Agreement”) is made by and between Hoosier Hometown Markets, LLC, an Indiana limited liability company (“HHM”), and the vendor identified in the Vendor’s Event Application (“Vendor”). HHM and Vendor may be referred to individually as a “Party” and collectively as the “Parties.”
1. Definitions
1.1 “Event” means the HHM market identified in the Market Details accepted with Vendor's Application, including check-in, setup, and tear-down. The Market Details identify the Event name, date, hours, and time zone. For a multi-market submission, this Agreement applies separately to each selected Event.
1.2 “Venue” means the location and address identified for the Event in its Market Details.
1.3 “Booth” means the specific area within the Venue assigned by HHM to Vendor for the Event, including Vendor’s setup, display, operation, and tear-down activities within that area.
1.4 “Application” means the online or written application submitted by Vendor to request participation in the Event.
1.5 “Vendor Fee” means the total fee payable by Vendor for participation in the Event, as specified in Vendor’s invoice.
1.6 “Event Rules” means HHM’s written rules and instructions governing Event logistics, including check-in, setup/tear-down, Venue rules, and parking or loading procedures, provided by email, website, or other written materials.
1.7 “Market Details” means the Event-specific Application Terms presented with the Application, including the Event's schedule, Venue, booth options, fees, application and selection dates, and any Event-specific requirements. Market Details form part of this Agreement.
2. Event Description and Purpose
2.1 HHM organizes the Event to provide opportunities for vendors to sell handmade goods, food products, boutique items, and other offerings, as determined in HHM’s discretion.
2.2 HHM may provide Event Rules and other Event details (including but not limited to booth maps, loading instructions, and parking information) prior to the Event. The Event Rules and Market Details are incorporated by reference and are binding.
3. Application, Selection, and Eligibility
3.1 Application Submission. Vendor must submit a complete and accurate Application in the format required by HHM. Incomplete or inaccurate Applications may be rejected.
3.2 Jurying and Selection. HHM determines Vendor acceptance or waitlist placement in its sole discretion to maintain a balanced Event.
3.3 No Guarantee and Right to Refuse. Acceptance is not guaranteed for any Vendor, including returning vendors. HHM may refuse any Vendor it deems unsuitable for the Event based on factors, including but not limited to product mix, Event theme, and past conduct.
3.4 Accuracy of Information. Vendor represents and warrants that all information provided in the Application is complete and accurate and will promptly notify HHM of any material changes (e.g., product line, business name, contact information).
4. Fees, Payment, and Refunds
4.1 Rates and Add-ons. HHM may offer pricing options, upgrades, discounts, and add-ons. Final pricing is reflected on Vendor’s invoice.
4.2 Invoice and Deadline. If Vendor is accepted, HHM will issue a confirmation and, if payment is required, an invoice stating the exact due date. Unless the invoice states otherwise, the Vendor Fee must be paid in full within five (5) calendar days of the invoice date. Any Event-specific payment-period exception will also be stated in the Market Details. No booth-fee invoice is required when the Vendor Fee is zero. If payment is not received by the deadline, HHM may release the Booth reservation and offer it to another vendor.
4.3 Vendor Cancellation. Vendor must promptly notify HHM of a cancellation by email or other written notice sent to the Event contact listed in the Market Details.
Refund eligibility is based on when HHM receives Vendor’s cancellation notice. The following percentages apply to Vendor Fees paid for that Event, excluding the non-refundable fees described in Section 4.5:
- At least six (6) calendar months before the Event date: 100% refund.
- At least three (3) calendar months but less than six (6) calendar months before the Event date: 50% refund.
- Less than three (3) calendar months before the Event date: No refund.
Each refund deadline falls on the same numbered day of the month six (6) or three (3) calendar months before the Event date, as applicable. If that month has no corresponding day, the deadline is the last day of that month. HHM must receive the cancellation notice by 11:59 p.m. in the Event’s time zone on the applicable deadline to qualify for that refund percentage. For a multi-day Event, deadlines are measured from the first scheduled day.
No refunds are available for no-shows or early departures. Booths may not be transferred without HHM’s prior written approval under Section 6.2.
4.4 Cancellation by HHM. If HHM cancels the Event for reasons other than Force Majeure under Section 5, HHM will provide one of the following, at Vendor’s option:
- A refund of Vendor Fees paid for that Event, excluding the non-refundable fees described in Section 4.5; or
- A credit toward a future HHM event equal to all Vendor Fees paid for that Event, including fees marked as non-refundable.
Refunds, credits, and other remedies for Event cancellations or modifications due to Force Majeure are governed by Section 5, subject to the non-refundable fee exclusion in Section 4.5.
4.5 General Refund Terms. Refund eligibility and amounts are determined separately for each Event.
Vendor Fees clearly identified as non-refundable on Vendor’s invoice are excluded from all refunds, whether the cancellation is by Vendor or HHM. This exclusion also applies to any refund available under Section 5 for a Force Majeure cancellation or modification.
4.6 Chargebacks and Payment Issues. If a payment is disputed, reversed, or fails to process, Vendor remains responsible for any Vendor Fees owed under this Agreement, together with any reasonable bank, payment processor, or administrative fees incurred by HHM as a result.
5. Force Majeure
5.1 Force Majeure Events. Neither Party is liable for failure or delay (other than payment obligations) caused by circumstances beyond reasonable control, including but not limited to severe weather, fire, flood, natural disaster, war, terrorism, civil unrest, labor disputes, government orders, or public health emergencies.
5.2 Event Modification. If Force Majeure makes the Event impossible, illegal, or unsafe, HHM may cancel, postpone, shorten, or modify the Event.
5.3 Credits and Refunds. Vendor acknowledges HHM may incur non-refundable costs. In a Force Majeure cancellation/modification, refunds are not guaranteed; any remedy is limited to a credit, partial refund, or other concession determined by HHM in its sole discretion based on circumstances and costs incurred. Any refund is subject to the non-refundable fee exclusion in Section 4.5.
5.4 No Additional Damages. Vendor waives claims for additional damages (including but not limited to lost profits or consequential damages) arising from Force Majeure cancellation/modification.
6. Booth Assignment and Use
6.1 Booth Assignment and Relocation. HHM determines Booth placements for the Event and may adjust assignments prior to Event setup as necessary for operational, safety, Venue, or Event balance considerations.
6.2 No Subletting/Sharing. Vendor may not sublet, share, or transfer the Booth, or allow others to sell/display within the Booth, without HHM’s prior written consent and any required approval process.
6.3 Failure to Occupy. If Vendor does not occupy its Booth by Event opening time, HHM may reassign the Booth. Vendor remains responsible for the Vendor Fee.
6.4 Full Participation. Vendor must remain open, staffed, and presentable during posted Event hours.
6.5 Permitted Use and Product Categories. Vendor may sell only the products/services described and approved in the Application. Reasonable variations are permitted. New product categories or materially different product types require prior written approval and are subject to Section 11 (Compliance and Enforcement).
7. Products, Content, and Vendor Conduct
7.1 Family-Friendly Standard. Products, displays, marketing materials, and conduct must be suitable for a family-friendly event.
7.2 Prohibited Content. Vendor may not display, sell, or distribute content that is unsuitable for a family-friendly audience, including but not limited to sexually explicit material, obscene content, graphic violence, hate speech, discriminatory content, or recreational drug use. The Venue may impose additional content restrictions, which will be set forth in the applicable Event Rules. (Enforcement is governed by Section 11, including removal without refund.)
7.3 Intellectual Property Compliance. Vendor will not sell counterfeit goods or items that infringe on third-party rights. Vendor represents it has the rights to sell products and display branding/artwork used within the Booth.
7.4 Music/Media Licensing. If Vendor uses music or audio-visual content, Vendor represents it has all necessary rights/licenses and will comply with applicable performance and licensing requirements.
7.5 Professional Conduct. Vendor and its staff will behave professionally and respectfully. Harassing, unsafe, disruptive, or illegal conduct is subject to Section 11.
8. VIP Discounts, Market Money, and Promotions
8.1 VIP Discounts and Promotions. Participation in VIP discounts, raffles, giveaways, or other promotions is optional unless otherwise stated in the Application or invoice. A VIP discount means a price reduction, special offer, or other benefit offered by Vendor to Event attendees designated by HHM as eligible for VIP benefits. Details and requirements of any VIP discounts or promotions will be provided by HHM in the Event Rules or other written instructions and may vary by Event.
8.2 Market Money. “Market Money” means any HHM-issued coupon, voucher, or similar token that may be used by attendees as a form of payment. If Market Money is used at the Event, Vendor agrees to:
- Accept valid Market Money as payment up to face value; and
- Treat Market Money as a cash-equivalent because HHM will reimburse Vendor for valid Market Money accepted (subject to the Event Rules redemption process).
9. Food Vendors and Food Trucks
9.1 Organizer Role. HHM is the event organizer and does not inspect, approve, or oversee food safety, labeling, packaging, or regulatory compliance.
9.2 Vendor Responsibility. Food Vendor is solely responsible for compliance with applicable federal, Indiana, and local laws and health department requirements, including permits, licenses and approvals.
9.3 Information for Coordination. Food Vendor must provide requested coordination information (including but not limited to menu items and permit status) by HHM deadlines in the Event Rules.
9.4 Home-Based Food Vendor. Food Vendor operating as a home-based or cottage food business is responsible for ensuring all products are permitted and properly labeled and packaged in accordance with Indiana law.
9.5 Mobile Food Vendor. Food Vendor operating a food truck, trailer or mobile unit must park and operate only in HHM-designated areas.
9.6 Non-Compliance. If Food Vendor fails to comply with the law, fails to provide required information, or is directed to cease operations by an authority, HHM may restrict operations or require removal under Section 11, without refund.
10. Insurance, Risk and Indemnity
10.1 HHM Insurance. HHM’s insurance does not cover Vendor’s property, inventory, equipment, or personnel.
10.2 Vendor Insurance (Conditional). HHM may require Vendor to carry insurance based on risk factors, including but not limited to food/beverage sales, use of heat/hazardous equipment, service-based activities, or complex displays. If required, Vendor will be notified after acceptance and before payment is due.
If required, Vendor will maintain commercial general liability coverage in the types and minimum limits specified by HHM in the notice, and shall name Hoosier Hometown Markets, LLC and the Venue as additional insureds. Vendor shall provide a certificate of insurance upon request. Failure to obtain and provide required insurance is subject to Section 11 and may result in loss of Booth and forfeiture of Vendor Fees.
10.3 Risk of Loss; Vendor Property. Vendor is solely responsible for securing valuables, cash, and other high-value items before, during, and after the Event. HHM and the Venue are not responsible for loss, theft, or damage to Vendor property. Any security provided by HHM and the Venue should be seen only as a general deterrent and does not constitute acceptance of responsibility for Vendor property.
10.4 Damage and Cleanup. Vendor is responsible for any damage to, or excessive cleaning of, the Venue caused by Vendor or its Booth during the Event, including during setup, tear-down, and removal upon termination (Section 11.6).
10.5 Indemnification. Vendor will indemnify, defend, and hold harmless HHM, the Venue, and their owners, members, officers, employees, volunteers, and agents from claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to Vendor’s products/services, Booth use, or acts/omissions of Vendor or its personnel/invitees, except to the extent caused by the gross negligence or willful misconduct of HHM or the Venue.
11. Compliance and Enforcement
11.1 Event Rules Compliance. Vendor will comply with this Agreement, the Event Rules, and reasonable on-site instructions from HHM or the Venue.
11.2 Corrective Action. HHM may require corrective action for non-compliance (including but not limited to removal of prohibited items, adjustment of unsafe displays, or limiting operations).
11.3 Cure Opportunity. For non-urgent issues that do not involve safety risks, illegality, or material disruption to the Event, HHM may provide Vendor with a verbal or written notice and a reasonable opportunity to cure. Any cure opportunity, if offered, may be immediate or time-limited based on the nature of the issue and Event operations. HHM is not required to provide a cure opportunity for urgent issues, repeated non-compliance, or issues that cannot be reasonably cured during the Event.
11.4 Removal from Event. HHM may require Vendor to leave the Event for violations including but not limited to illegal conduct, unsafe behavior, disruptive/harassing behavior, refusal to comply with instructions, sale/display of prohibited products, or operating outside approved product categories.
11.5 No Refund Upon Enforcement. Enforcement actions under Section 11 (including removal) are without refund of Vendor Fees.
11.6 Effect of Removal/Termination. If Vendor is removed or participation is terminated, Vendor must promptly remove Vendor property from the Venue if safe to do so. Vendor remains responsible for loss, damage, or injury arising before termination and in connection with removal of Vendor property.
11.7 Final Decisions. HHM retains sole and exclusive discretion to make all determinations, interpretations, and decisions under this Agreement, the Event Rules, and the Event, including any matters requiring judgment. All such decisions are final and binding.
12. Media, Marketing, and Intellectual Property
12.1 License Grant. Vendor grants HHM a non-exclusive, royalty-free, worldwide, perpetual license to use Vendor’s business name, logo, and product images (whether provided by Vendor or obtained from publicly available sources) for promotion of the Event and HHM generally, including current and future events, in any media without attribution or credit. Vendor represents and warrants that it has the right to grant this license. All ownership rights remain with Vendor.
12.2 No False Implication. HHM will not use Vendor’s name, logo, or images in a way that falsely states or implies Vendor is participating in, sponsoring, or endorsing any event unless confirmed.
12.3 Editing. HHM may edit/crop/resize/format materials for marketing/layout, provided the use does not materially misrepresent Vendor or its products.
12.4 Event Photography. Vendor consents to photography/video/audio recordings at the Event that may include Vendor, Booth, and staff, and HHM’s use of such media for marketing/documentation without compensation.
12.5 No Marketing Guarantee. HHM does not guarantee exposure, foot traffic, or sales.
13. Miscellaneous
13.1 Governing Law. Indiana law governs this Agreement.
13.2 Venue and Jurisdiction. Disputes must be brought exclusively in state courts located in Hamilton County, Indiana.
13.3 Limitation of Liability. HHM’s total liability to Vendor will not exceed the Vendor Fee actually paid. HHM and the Venue are not liable for indirect, incidental, consequential, special, or punitive damages, including lost profits.
13.4 Notices. All notices under this Agreement must be in writing and may be delivered by email. Email notices to the contact info in the Application are deemed given when sent if no delivery failure notice is received. Vendor is responsible for maintaining current contact info and ensuring HHM emails are not filtered.
13.5 Taxes and Compliance. Vendor is responsible for determining, collecting, reporting, and remitting applicable taxes and maintaining required registrations, licenses, and permits.
13.6 Entire Agreement; Priority. This Agreement, the Market Details, and the Event Rules constitute the entire agreement. The Market Details supply the Event-specific facts and requirements referenced in this Agreement and the Event Rules; they do not otherwise amend this Agreement. Where the Event Rules expressly leave an operating requirement to the Market Details, the stated Event-specific requirement controls that subject. Market Details and Event Rules do not otherwise change the payment, refund, liability, insurance, or other terms of this Agreement. If there is a conflict, this Agreement controls unless HHM issues a written amendment expressly referencing this Agreement and is accepted by both Parties.
13.7 Event Rules Updates. HHM may update Event Rules for operational reasons (including but not limited to loading times or venue procedures) by written notice. Event Rules updates do not amend this Agreement.
13.8 Severability. If any provision is unenforceable, the remainder remains effective.
13.9 No Waiver. Failure to enforce a provision is not a waiver of future enforcement.
13.10 Assignment. Vendor may not assign or transfer rights/obligations without HHM’s prior written consent.
13.11 Independent Contractor. Vendor is an independent contractor, not an employee/partner/joint venturer of HHM.
13.12 Electronic Acceptance; Counterparts. This Agreement may be accepted electronically, including by Application submission or Vendor Fee payment, and may be executed in counterparts.
14. Acknowledgment and Signature
By submitting the Application and/or paying the Vendor Fee, Vendor acknowledges and agrees to be bound by this Agreement, the Market Details, and the Event Rules for the selected Event.
HHM may also require a signed copy (including e-signature) as part of the Application or confirmation process.