This Dealer Space License Agreement (this “Agreement” or this “License”) is between Manhattan Vintage Enterprises, LLC d/b/a Manhattan Vintage Show (“MVS” or “Licensor”) and Dealer (“you” or “Dealer”) as filled-in on your submitted online Application and Payment Authorization as of the Effective Date (defined below). 

The term “Agreement” as used herein, incorporates and includes the information provided in the Application and your Payment Authorization, the terms and conditions set forth below and by reference, the Dealer Guide and Policies.

1. Creation of Binding Agreement.  THIS AGREEMENT SHALL AUTOMATICALLY BECOME EFFECTIVE AND LEGALLY BINDING ON DEALER AND LICENSOR IMMEDIATELY UPON DEALER’S SUBMISSION OF ONLINE PAYMENT OF THE LICENSE FEE PURSUANT TO THE PAYMENT AUTHORIZATION AS CONSIDERATION FOR THE GRANT OF THE SPACE LICENSE HEREUNDER. The date of Payment shall be deemed the “Effective Date” of this Agreement. THIS AGREEMENT IS NON-CANCELLABLE AND NON-TRANSFERABLE BY DEALER.

2. Key Terms.

 

3. License. Subject to the terms and conditions set forth herein, Licensor hereby grants to Dealer a limited right and license to access and use the Space solely during the Event Dates and Times for the Permitted Use only. The foregoing license shall be non-transferable, non-assignable and non-sublicensable.

4. License Fee. Dealer shall have delivered and made online payment to Licensor of the License Fee as Dealer’s acceptance of the Agreement and as consideration for the license. The License Fee is non-refundable and non-transferable.

5. Use and Dealer Requirements. (a) Dealer shall use the Space only for the Permitted Use and no other use; (b) Dealer shall begin and conclude its booth load-in, set-up, use and load-out promptly at the Event Dates and Times; (c) Dealer warrants that its guests and other invited persons shall vacate the Space and the Venue immediately upon the conclusion of the Event, (d) Dealer acknowledges that in the event it or any of its employees, agents, guests or invitees participate in any illicit activities or create any potentially harmful situation, Licensor reserves the right to shut down the booth space or to eject or exclude Dealer and any objectionable persons from the Event without notice, warning, or liability; (e) Dealer and its employees, agents, guests and invitees shall conduct itself and its operations in an orderly manner and in full compliance with all applicable laws, rules, and regulations; (f) Dealer shall have no right to sell, serve, or sample alcoholic beverages in the Venue; (g) Dealer shall not advertise, promote or otherwise comment on any political or charitable cause or organization at the Event or in the Space by way of signage or other activities or materials; and (h) Dealer shall perform and adhere to the terms and conditions of this Agreement, including all the rules, guidelines and terms and conditions contained in the Policies and the Dealer Guide, all of which are incorporated in and made a part of this Agreement, as they may be modified and supplemented from time to time by Licensor, in its sole discretion, for the good order and operation of the Event.

6.  Licensor Services.

1. Licensor will have on-site personnel including an “Event Manager” during normal Event business hours. The Event Manager will serve as the on-site point person for Licensor and will attempt with reasonable effort to address and resolve any questions, concerns or issues that may arise with Dealer or the shopping public to the best of the Event Manager’s abilities and subject to other priorities and time constraints. Notwithstanding the foregoing, Licensor and its Event Manager assume no responsibility or obligations to mediate or resolve commercial or other disputes that may arise between Dealer and any Dealer or other party; and accordingly, Licensor and its personnel may, in their sole discretion, determine not to get involved in such matters and may, without obligation to do so, advise the Dealer and other dealers of the same.

2. Licensor shall provide general cleaning, maintenance and security for the Event common areas; provided, however, that Dealer is responsible for maintaining the safety and cleanliness of Dealer’s Space. Licensor will not be liable for any damage to or loss of objects or property including theft during and after Event including any items left in Dealer’s Space.

7. NY Sales Tax Certificate and Licensing Requirements. Dealers are required to obtain, maintain and have copies on file of all applicable licenses for its operations, including, but not limited to, New York Sales Tax Certificate of Authority. Copies of Certificates of Authority must be on premises but need not necessarily be displayed. For help obtaining a NY Sales Tax Certificate number call +1 (518)-485-5000 or visit https://www.tax.ny.gov/bus/st/register.htm.

8. Trademarks; Intellectual Property. 

1. Dealer expressly recognizes and acknowledges that its rights under this Agreement shall not confer upon Dealer any right in, or the right to use the trademark “Manhattan Vintage,” the tradename “Manhattan Vintage Show,” “Manhattan Vintage Show Limited Edition,” the images or logos associated with such trademarks and tradenames or any similar variations thereof (“MVS IP”). Any use by Dealer of the name “Manhattan Vintage Show,” and other MVS IP shall only be done for purposes related to promotion of Dealer’s participation in the Event in accordance with the show promotion guidelines in the Dealer Guide or with Licensor’s prior written consent.

2. Dealer hereby grants to Licensor the irrevocable right and license right and license to use Dealer’s tradename or trademark and identity for the marketing and promotion of the Event and for all Licensor promotional, commercial and archival purposes in connection therewith.

9. Publicity; Photo/Video Release. Dealer acknowledges and agrees that Licensor, its affiliates, successors, and assigns, together with the Venue operator, shall have the irrevocable right and license, in perpetuity, to take, own and use photographic images, video footage and sound recordings of Dealer, its guests, invitees, employees, independent contractors and Dealer’s merchandise as may be recorded during the Event and to use the name, likeness and image of the Dealer in marketing materials and publicity advertising for the Event and for all Licensor promotional, commercial and archival purposes.

10. Termination.

1. This License may be terminated by Licensor in the following circumstances: (i) by Licensor, immediately on written notice to Dealer, at any time prior to or during the Event, for any reason or no reason (“without cause”), and in such case Dealer shall be entitled to return of its License Fee, (ii) by Licensor, immediately on written notice to Dealer, at any time prior to or during the Event, if Dealer shall default in the observance or performance of any term or condition of this License (“with cause”), and in such case, Dealer shall not be entitled to return of its License Fee, (iii) by Licensor, immediately on written notice to Dealer, at any time prior to or during the Event in the case that the Venue terminates Licensor’s lease or otherwise prevents Licensor’s ability to access or operate in the Venue, and in such case, Dealer shall not be entitled to return of its License Fee, provided however, that only if Licensor receives a full or partial refund of its applicable rental fee from the Landlord, Licensor shall, in its sole and absolute discretion, return some, all or none of Dealer’s License Fee; (iv) by Licensor, immediately on written notice to Dealer, at any time prior to or during the Event in the case of a Force Majeure Event, and in such case, Dealer shall not be entitled to return of its License Fee, provided however, that only if Licensor receives a full or partial refund of its applicable rental fee from the Landlord, Licensor shall, in its sole discretion, return some, all or none of Dealer’s License Fee; and (v) by Licensor, immediately on written notice to Dealer, at any time prior to or during the Event if Dealer is voluntarily or involuntarily dissolved or declared bankrupt or insolvent, or becomes the subject of voluntary or involuntary reorganization proceedings, and in such case, Dealer shall not be entitled to return of its License Fee. For purposes of clarity, any forfeiture of a Dealer’s License Fee in accordance with this Section shall not act as Licensor’s exclusive remedy and shall not preclude Licensor from additionally exercising any other rights and remedies hereunder or by law.

2. This License may not be terminated by Dealer, and any attempted termination or cancellation by Dealer shall not obligate Licensor to return any portion of the License Fee.

11.   LIMITATION OF LIABILITY. LICENSOR, ITS AFFILIATES AND THE PARRISH ART MUSEUM INC., (THE “VENUE OWNER”), AND THEIR RESPECTIVE OWNERS, MEMBERS, OFFICERS, EMPLOYEES OR AGENTS (THE “LICENSOR PARTIES”), SHALL NOT BE LIABLE FOR ANY AND ALL CLAIMS, DEBTS, LIABILITIES, OBLIGATIONS, CAUSES OF ACTION, APPEALS, SUITS, COSTS AND EXPENSES, INCLUDING ATTORNEY FEES, OF ANY KIND WHATSOEVER AT LAW OR IN EQUITY, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY OR PROPERTY DAMAGE CLAIMS OR BUSINESS INJURY (COLLECTIVELY, “CLAIMS”) TO OR INCURRED OR SUFFERED BY DEALER, ITS OWNERS, MEMBERS, OFFICERS, DIRECTORS, AFFILIATES, EMPLOYEES, AGENTS, INVITEES, GUESTS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, “DEALER PARTIES”) WHICH MAY OCCUR AT THE EVENT OR ON OR ABOUT ANY PART OF THE VENUE, REGARDLESS OF HOW SUCH INJURY OR DAMAGE MAY HAVE OCCURRED, INCLUDING IF OCCASIONED BY THE NEGLIGENCE OF LICENSOR PARTIES. IN FURTHERANCE, AND NOT IN LIMITATION OF THE FOREGOING, LICENSOR PARTIES SHALL NOT BE LIABLE TO DEALER PARTIES FOR ANY PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT.

12. WAIVER AND RELEASE OF CLAIMS. DEALER HEREBY RELEASES, WAIVES, DISCHARGES FROM LIABILITY, AND COVENANTS NOT TO SUE ANY LICENSOR PARTIES FOR LIABILITY FROM ANY AND ALL CLAIMS INCURRED OR SUFFERED BY DEALER IN CONNECTION WITH THIS AGREEMENT OR AT OR RELATED TO THE EVENT. DEALER ASSUMES ALL LIABILITY FOR ANY CLAIMS OR LOSS OR DAMAGE TO DEALER'S PROPERTY AND SHALL LOOK SOLELY TO DEALER’S OWN INSURANCE IN CONNECTION WITH ANY SUCH CLAIMS OR DAMAGES. DEALER HAS READ THE AND ACKNOWLEDGES THE FOREGOING WAIVER AND RELEASE PROVISION TERMS AND UNDERSTANDS THAT DEALER IS GIVING UP SUBSTANTIAL RIGHTS, INCLUDING ITS RIGHT TO SUE. DEALER ACKNOWLEDGES THAT DEALER IS GIVING THIS WAIVER AND RELEASE FREELY AND VOLUNTARILY AND THAT THIS PROVISION SHALL SERVE AS A COMPLETE AND UNCONDITIONAL RELEASE TO THE LICENSOR PARTIES FROM ALL LIABILITY TO THE GREATEST EXTENT ALLOWED BY LAW.

13. Indemnification. Dealer agrees to indemnify and hold harmless Licensor Parties from and against any and all Claims brought by any third parties (including any Dealer Party) against Licensor Parties arising out of or incidental to or in any way resulting from (a) the acts or omissions, whether negligent or otherwise, of Dealer or any Dealer Party in performance under this Agreement; (b) the breach by of Dealer or any Dealer Party of any representation, warranty or covenant under this Agreement; and (c) the use and activities by Dealer and any Dealer Party of and in the Space and common areas of the Event unless such bodily injury, death, property destruction, property damage, or personal injury is determined to be the result of the gross negligence or intentional misconduct of Licensor Parties.

14. Vacate and Surrender. Immediately following the end of the Event or upon any earlier expiration or termination of this License, Dealer shall surrender and vacate the Space to Licensor vacant and in the same condition as it was provided; which shall include booth breakdown and load-out of Dealer’s property and removal of waste. To the extent that Dealer rented clothing racks, tables, chairs and other equipment (“equipment”) from Licensor for Dealer’s use at the Event, the rented equipment shall be deemed part of the license hereunder and must be returned to Licensor with the surrender and vacate of the Space in the same condition as the equipment were in when received by the Dealer. If all items of equipment are not returned or are returned in damaged condition, Dealer shall be responsible and shall be required to pay Licensor the full replacement value of the equipment. Any items of Dealer’s property which shall remain after the expiration or other termination of this License may, at the option of Licensor, be deemed abandoned, and may be retained or may be disposed of, without accountability, in such manner as Licensor may see fit, the costs and expenses of which Licensor may charge to Dealer, and which shall be at Dealer’s sole cost and expense.

15. Risk of Loss & Safety. Licensor is not obligated to repair any damage to products and or furnishings of Dealer on the premises nor is the Licensor responsible to replace any lost, damaged or stolen items of Dealer or any party. Dealer is responsible for maintaining and securing their products and or furnishings. The use of space heaters, irons, hot water kettles and other high-wattage electrical equipment is strictly prohibited. Dealers may use steamers during set up only. Dealers may request a space with electricity from the Licensor, pending availability. Dealers are requested to make their power requirements known prior to set-up and are urged to employ low-watt/energy-saving light bulbs wherever possible to avoid damage to the building’s electrical wiring and equipment. Licensor may request that certain equipment not be used, as Licensor may determine in its sole discretion.  

16. Non-Disparagement. Dealer agrees and covenants that Dealer, and its owners, employees, contractors, officers or directors, shall not at any time make, publish, or communicate to any person or entity or in any public forum on social media or otherwise any defamatory or disparaging remarks, comments, or statements concerning the Licensor or its affiliated businesses, or any of its owners, employees, officers, or directors and their existing and prospective customers now or in the future. 

17. COVID-19. Dealer for itself, its members, partners, shareholders, principals, officers, directors, affiliates, employees, agents, guests and successors and assigns (collectively for purposes hereof, “Dealer Parties”) agree that in connection with their participation at the Event they will comply with any applicable federal, state and local regulations and protocols relating to the conduct of business and personal behavior in connection with the COVID-19 coronavirus pandemic, including any protocols and policies that Licensor may require as provided to Dealers and licensees in all other forms of communication. 

18. Miscellaneous. 

1. Notice: All notices, demands, consents, approvals, waivers or other communications which may or are required to be given by either party to the other under this License (each, “Notice”) shall be in writing and shall be delivered by (i) personal delivery, (ii) a nationally recognized overnight courier, to the party at their respective addresses set forth in this Agreement or in Dealer’s Application submission, or (iii) via email to a party’s email addresses set forth in this Agreement or in Dealer’s Application submission. Notices may be given by a party’s attorney. Each Notice shall be deemed to have been given on the date such Notice is actually received.

2. Additional Documentation: To the extent that Licensor requests and requires additional documentation from Dealer, including but not limited to, as applicable, local licenses for operations, sales tax certificate, certificates of authority, certificates of insurance or applicable waivers, Dealer shall provide true and accurate copies to Licensor within the time frame requested by Licensor and shall maintain the validity such licenses, certificates and waivers.

3. Force Majeure: Licensor shall not be liable or responsible to Dealer, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any obligation under this Agreement, when and to the extent such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” is any of the following events: (i) acts of God; (ii) floods, fires, earthquakes, explosions, or other natural disasters; (iii) wars, invasions, terrorist threats or acts, riots, or other civil unrest; (iv) governmental authority, proclamations, orders, laws, actions, or requests; (v) epidemics, pandemics, or other national or regional public health states of emergency; (vi) strikes, labor stoppages or slowdowns, or other industrial disturbances; or (vii) shortages of supplies, adequate power, or transportation facilities. Licensor shall give Dealer as prompt as reasonably possible notice of the commencement of the Force Majeure Event, explaining the nature or cause of the delay and stating the period of time the delay is expected to continue.

4. Severability: If any term or provision of this Agreement, or the application thereof to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of this Agreement, shall not be affected, and each provision of this Agreement shall be valid and shall be enforceable to the extent permitted by law.

5. Survival: All obligations and liabilities of Licensor or Dealer to the other which accrued before the expiration or other termination of this Agreement and all such obligations and liabilities which by their nature or under the circumstances can only be, or by the provisions of this Agreement may be, performed after such expiration or other termination, shall survive the expiration or other termination of this Agreement. Without limiting the generality of the foregoing, the rights and obligations of the parties with respect to any indemnity under this Agreement, and with respect to payments of the License Fee and Additional Charges, shall survive the expiration or other termination of this Agreement.

6. Amendments: Licensor shall be entitled to update and modify this Agreement and the Policies and the Dealer Guide, all of which are incorporated in and made a part of this Agreement, from time to time, in its sole discretion, for the good order and operation of the Event; provided that such updates, modifications and supplements do not materially and adversely affect Dealer’s license hereunder. Except for the foregoing, this Agreement may be supplemented, amended, or modified only by the mutual written agreement of the Parties.

7. Merger: This Agreement embodies the entire understanding between the parties with respect to the subject matter hereof, and all prior agreements, understanding and statements, oral or written, with respect thereto are merged in this Agreement.

8. Successors: This Agreement shall be binding upon and inure to the benefit of Licensor its successors and assigns, and shall be binding upon and inure to the benefit of Dealer, its successors, and to the extent that an assignment may be approved by Licensor, Dealer’s assigns.

9. Governing Law; Jurisdiction: This Agreement shall be governed by, and construed in accordance with, the internal Laws of the State of New York, without giving effect to any principles of conflicts of laws. Each Party hereby irrevocably submits to the jurisdiction of any State or Federal Court sitting in New York County, New York, in respect of any suit, action or proceeding arising out of or relating to this Agreement, and irrevocably accepts for itself and in respect of its property, generally and unconditionally, jurisdiction of such courts.

10. Counterparts: This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

* * *

Copyright ©2025. Manhattan Vintage Enterprises, LLC. All rights reserved.