This event contract (together with all attachments and exhibits, the “Agreement”) is entered into by and between  (“Renter,” or “you”) and The Ruins, Inc. d/b/a Landmark Event Co., a Washington state corporation located at 570 Roy St. Seattle, Washington 98109 (“Landmark”, “we,” or “us”) and sets forth the terms and conditions under which Landmark will rent to Renter the interior of and the exterior grounds of the venue set forth below (“Venue”), for the following event (the “Event”).  This Agreement will be effective as of the date we sign it (the “Effective Date.”)

Please remember this is an estimate; the final amount you owe for your Event (the “Final Balance”) may be higher depending on your actual Guest count and other matters, as set forth below. You will pay all charges we assess in accordance with this Agreement. 

The agreed upon venue location, event date, food and beverage minimum, and venue rental rate cannot change after execution of this agreement.

1. Access to Venue for Event.  
a. Generally. Up to 10 hours of consecutive venue access time is included; 3 hours are allocated for set up and 1 hour is allocated for tear down needs. We will rent the Venue to you during the mutually agreed upon Event Access Hours and for mutually agreed-upon pre-Event day access and walk-throughs as discussed below. Any access time must be communicated and confirmed in writing by a Landmark Event Co. representative. Your use of the Venue will be exclusive during the Event Access Hours, except that we may enter into the Venue at any time in our discretion and may conduct business in the normal course in areas of the Venue’s premises you are not using.  You accept the Venue in its “as-is” condition “with all faults.”

b. Neither you nor any of your Guests (as defined below) or any third-party vendors, suppliers, subcontractors or contractors (including their personnel) (together, “Vendors”) you may retain to provide certain services at the event may enter on the Venue before the mutually agreed upon arrival time nor remain after the mutually agreed upon departure time. You must complete (or your Vendors must complete) all deliveries as well as load-in and set-up for your Event and tear-down and clean up afterwards within the Event Access Hours. Please note that we recommend allotting at least two or three hours for set-up, including any deliveries by any approved vendors, and at least one hour to clean up.  However, if after you sign this Agreement, you think you might need more time at the Venue, please contact us and we will make reasonable efforts to accommodate you. We will bill you at $350/hour for additional Venue access hours, which amount will be added to your Final Balance. We will provide and charge for all necessary staff to fulfill our obligations, including bartenders, catering and related service staff for setup, service and breakdown.

c. Clean-Up; Overnight Storage. You are required to remove all decorations, property and other items that you, Guests (as defined below) or your Vendors brought onto the Venue, which must be done before the end the Event Access Hours; if you do not do so, we will automatically charge you a fee of $750 for any such items left at the Venue.  All floral must be removed by hired vendor or client. We are not responsible or liable for these items and if you do not retrieve them within one business day after your Event, you acknowledge and agree that we are free to dispose of them at our discretion. 

i. Client has an optional “excess trash disposal” service which can be arranged prior to event in the amount of $750.  Landmark Event Co. must be aware of all items that would need disposing of, and may need to adjust the cost of this fee depending on the scope of the items.

d. The use of the upstairs area will incur an additional cleaning fee of Eight Hundred Fifty Dollars ($850.00). This fee is required to cover the cost of professional cleaning services to ensure the upstairs area is maintained in a clean and sanitary condition for all users. The cleaning fee of $850.00 will be due and payable at the time of the final payment or within five (5) business days following the use of the upstairs area, whichever is earlier.

e. Parking. Parking may not be provided for certain venues. Please inquire with a Landmark Event Co. representative to confirm if parking is available for your event. Valet services can be recommended, and nearby paid lots and street parking is available in accordance with posted signs. We do not guarantee that parking will be available.

f. Event Timeline Modification. In the event that the agreed-upon event timeline is modified on the day of the event due to client or outside vendor circumstances not caused by Landmark Event Co causing our service staff to spend additional time beyond the originally scheduled duration, the Client agrees to compensate Landmark Event Co a flat $500 fee. Landmark Event Co reserves the right to invoice the Client for the additional time spent by service staff. Any such additional charges shall be due and payable within 14 days of receipt of the invoice. 

2. Pre-Event Day Access.
a. Your rental entitles you to up to two 60-minute meetings, tours, or walk-throughs of the Venue before your Event Date which must be scheduled in advance. Please contact us to schedule a time or times for your walk-throughs; we cannot guarantee particular dates or times; however, we will make reasonable efforts to accommodate you. Please note that walk-throughs must occur during our normal business hours, currently Tuesday – Friday 10am-6pm, and subject to event schedule. Additional pre-Event day access hours will be billed to you at $350/hour, which amount will be added to your Final Balance. We are not able to add on additional hours at Fox Hollow Farm until 6 weeks before the event date depending on availability.

b. A 1 hour rehearsal may be scheduled by mutual agreement between Landmark Event Co and [Client Name] we are not able to confirm the particular dates and times until four weeks before the Event date. However, it is expressly understood and agreed that the availability of rehearsal time is subject to venue availability, scheduling constraints, and other operational considerations. We make no guarantee that rehearsal time will be available or that all requested rehearsals can be accommodated. Rehearsals may be subject to change, rescheduling, or cancellation at the discretion of Landmark Event Co or due to circumstances beyond our control. In the event of a scheduling conflict between rehearsals and actual events, the events shall take precedence.

However, Landmark Event Co is committed to ensuring the satisfaction of clients and will work collaboratively to minimize any disruption caused by rescheduling rehearsals. In the event that a rehearsal needs to be rescheduled due to a conflict with an event, Landmark Event Co will make reasonable efforts to find an alternative rehearsal time that meets the needs of both parties.

3.Taxes and Service Charges. 

a. The Final Balance plus the service charge described below are subject to applicable state and local taxes, which may change without prior notice to you.

b. We will assess a mandatory 23% service charge on all line items within your agreement, with the exception of Venue Rental Fees, which we retain in its entirety. For clarity, no portion of the service charge is distributed as a gratuity or tip to any staff; however, we charge this amount as part of our efforts to provide a competitive living wage to all of our personnel. Of course, if you or your Guests wish to provide an additional tip to our staff, please feel free to do so.

4. Guests, Occupancy & Attendance.
a. Occupancy. You acknowledge that the maximum occupancy for our venues (including the Venue) are as follows. These figures include you, Guests, any Vendor personnel at the Venue and, if applicable, our employees or personnel. You will comply, and will cause Guests and Vendor personnel to comply, with maximum occupancy limits.

vi. Fox Hollow Farm; one thousand two hundred fifty (1,250) people

b. Guests. All persons who enter the Venue or its grounds to attend or participate in the Event will be considered your “Guest(s).” You will take reasonable and prompt action to prevent or prohibit illegal, dangerous or disruptive behavior on the part of your Guests. Regardless, and without limiting any of your other obligations in this Agreement, you particularly acknowledge and agree that you will be as responsible and liable for the acts or omissions (i.e. failures to act) of Guests as you would be for your own under this Agreement. You also acknowledge and agree that we may ask Guests to leave the Venue if they;

i. Arrive intoxicated 
ii. Become intoxicated during your Event
iii. Cause interruptions or display rude or violent behavior; (iv) disregard the no smoking policies
iv. Intentionally cause damage to the Venue. We will not be responsible or liable to you for any reason if we take these actions.

c. Children. Without limiting your responsibility for your Guests, you are responsible for supervising all legal minors while at the Venue for your Event, including on all playground equipment. We do not provide childcare and, as with the Venue in general, minors’ access to the Venue is at your, their and their guardian’s risk.

d. Attendance.
i. You will provide us a final minimum Guest count no later than 21 days before the Event Date; this number will be considered guaranteed and you may not reduce it unless you and we agree otherwise in writing.
ii. If the Guest count increases within the 21 days before the Event, you will notify us in writing as soon as possible so that we may use our best efforts to accommodate the additional Guests. We will either confirm the new Guest count in writing to you or notify you in writing that we are not able to accommodate additional Guests. Approved increases will be added to the minimum Guest count and the new number will be considered guaranteed by you. Finally, any approved additional Guests will result in an additional 50% menu price increase which you will pay in full before the Event Date. 
iii. If the actual attendance at your Event falls below the final guaranteed count (whether the minimum described in subsection (i) or the approved increased count described in subsection (ii), we will not refund any pre-paid amounts. Also, if the actual day-of attendance exceeds the guaranteed count, we will charge you an additional amount per Guest, which we will calculate based on additional food and alcohol consumption, additional equipment required, additional labor and related amounts. We cannot guarantee that we can provide food and beverage, required equipment or additional to accommodate undisclosed guests. 

e. Lost or Stolen Items. You acknowledge and agree that we are not responsible for any lost, stolen, or misplaced items, whether yours, your Guests’ or your Vendors’.

5. Catering and Staffing. All food and alcohol must be purchased from us and served by us or our third-party contractors, except that you may purchase bottled wine from a third-party and give it to us to serve during the Event for a $22 per bottle corkage fee. For clarity, you may not bring in food or any outside caterers or service staff into the Venue.  Your menu must be finalized no later than 21 days before the Event Date by a final event order/banquet order or comparable document that you and we have initialed or signed. We will make every effort to provide you with the agreed-upon menu items, however we reserve the right to make substitutions or adjustments based on availability, timing or for other commercially reasonable purposes.
a. Outside Food:  No other food may be brought to your event without our prior written permission (email is sufficient). Any outside food must be prepared in a licensed food service kitchen, or pre-packaged/sealed. In order to maintain health and safety standards in accordance with Washington State law, we may be unable to accommodate “time and temperature hazardous” foods. Approved items may be subject to such service and/or labor charges as deemed necessary by us. 

b. Leftover Food:  We adhere to strict state and local health guidelines which dictate that food items provided by Herban Feast must be consumed during a specific window of time at your event to prevent safety issues and may not be taken off property to minimize potential hazards. We work closely with you during the planning process to determine your guest count and establish proper quantities of food to prepare. After your event, any excess prepared food is composted. In the event of lower than expected attendance in-home or in-office, our on-site team will connect with you to establish a game plan for low-hazard foods.

c. Pricing Adjustment Clause:

i. The prices specified in our published menu pricing for food and beverage services are subject to change by Landmark Event Co. up to a maximum of 12 percent. The adjustment in pricing may occur in response to factors such as changes in supplier costs, inflation, or other justifiable reasons. Once your food and beverage menu is finalized pricing is locked in. Any adjustments will be made at the sole discretion of Landmark Event Co.

ii. The staffing rates specified in this agreement are subject to change by Landmark Event Co. up to a maximum of 12%. Adjustments in staffing rates may occur in response to factors such as changes in labor costs, market conditions, or other justifiable reasons. Any adjustments will be made at the sole discretion of Landmark Event Co.

d. Gluten-Free Food and Cross-Contamination Notice: Landmark may use wheat, egg, soybean, milk, peanuts, tree nuts and fish.  Please be aware that normal operations involve  shared cooking and preparation areas, including common fryer oil. Our gluten free foods are prepared in a kitchen where food containing wheat, milk, soy, tree nuts and seed, etc. are also prepared. Landmark is sensitive to the dietary needs and concerns of our customers and we provide gluten free foods in response to customers request, but we cannot ensure that cross contamination of ingredients (wheat) does not occur in our kitchen.

6. Additional Terms: Alcohol Purchase and Service. Animal Policy.

a. General Rules and Compliance. As indicated above, except for wine purchased elsewhere, we are the exclusive provider of alcohol, and we are the exclusive server of alcohol, including beer and wine (regardless of who purchased it), for the Venue, all of which is conducted under our liquor license. For Fox Hollow Farm, Alcohol may be brought into the manor by guests staying overnight in the manor, but cannot be consumed during the designated event time, and alcohol cannot leave the manor at any time. No alcohol self-service is permitted, whether by you or Guests or otherwise and all alcohol must be consumed at the Venue. Except as explicitly permitted above, you and your Guests may not bring alcohol into the Venue purchased at another location; if you do so, we have the right to confiscate and discard it, and charge a $1,000 fine. You acknowledge and agree that we are required to comply with all laws applicable to the sale and service of alcohol and, further, that we have the right to: 

i. Refuse service to anyone who is consuming cannabis or who, in our discretion, appears intoxicated;

ii. Check IDs of anyone at any time, including prior to serving alcohol; no one under 21 years of age will be served for any reason;

iii. Confiscate alcohol from anyone under 21 or anyone who, in our discretion, appears intoxicated or otherwise in violation of applicable laws;

iv. Close the bar at any time due to disruptive behavior, verbal abuse, or failure to follow any applicable laws, this Agreement or Venue policies; and

v. Refuse to serve shots of liquor, including as part of a hosted bar package.

b. Consumption in Venue Only. You may only purchase and consume alcohol inside the Venue, which includes, as applicable, the interior of the Venue building(s) or structure and outdoor areas bounded by fences. You specifically acknowledge and agree that any adjacent or other outdoor location open to the public, including alleyways, parking lots, ramps, dock, sidewalks, streets, etc. are not part of the Venue and you may not consume alcohol on or in any of those locations.

c. Special Requests. All bar services and alcohol must be confirmed within fourteen (14) business days of the event or a cancellation policy will apply. For bar packages, Client agrees that special order beer, wine and spirits (items which are not listed on our house menu) require advance ordering and final special-order menu choices must be finalized thirty (30) days prior to event. All special orders must be purchased outright from Herban Feast prior to the event and any special-order product remaining at the completion of the event will be given to Client. All alcoholic beverages must be provided and served by Herban Feast unless venue requires the use of on-site bar services. 

d. Approved Animals. Approved animals are allowed to be on the property as long as they are not entering the manor or entering any culinary/kitchen areas. All approved animals must be on leash at all times and cleaned up after.

e. Miscellaneous. 

i. Tableside wine service.  If tableside wine service is added, the duration of wine service is only available throughout the duration of dinner service.  This does not extend to toasts, speeches, or other formalities following dinner service.

ii. Welcome & toasting bubbles.  If welcome or toasting bubbles are added, there will be (1) glass poured per guest.  Additional pours will not be provided.

7. Displays, Decorations, Equipment, Entertainment.

a. Décor/Floral. We encourage you to use our preferred vendors for all floral and other décor for your Event. For clarity, our preferred vendors will be considered “Vendors” for purposes of this Agreement. We are happy to provide you with contact information for such vendors and please note that you will enter into contracts with them directly. We will have no liability for the acts or omissions of any Vendors, even if we have agreed with the Vendor to pass along its charges as part of your Final Balance. Also, if you want to use décor that requires hanging or temporary installation of any kind, you must use our preferred vendors. This includes hanging signs or floral arrangements and all lighting/AV which is discussed below. If you choose not to use one of our preferred vendors, you must obtain our prior written approval as to the vendor and your proposed décor/floral arrangements. Without limiting the foregoing:

i. The following types of décor are prohibited unless we provide our separate and explicit written consent: décor that requires additional Venue cleaning or being affixed to any part of the Venue (walls, ceiling, floor, etc.), balloons, confetti, glitter, or anything that could be harmful to wildlife on property. If you use balloons, confetti or glitter at the Venue, we will charge you an additional $850 cleaning fee which will be added to your Final Balance;

ii. The MV Skansonia has a strict NO FLAME policy. This includes all areas inside and outside the Venue, including the dock. Candles are not allowed on-board under any circumstance;

iii. Candles placed on aisles, walkways or floors must be flameless. All table pillar candles and taper candles must be enclosed in a hurricane votive. Fires/Open Flames are not allowed at Fox Hollow Farm. Only battery operated candles are allowed on property. 

iv. Helium balloons are not permitted at Sodo Park or Fremont Foundry due to our vaulted ceilings.

b. Service Equipment and Materials. Landmark Event Co will provide Venue service equipment, including furniture, certain service equipment, glassware, plate ware, flatware, service linens, etc. at no additional cost up to the maximum seated guest capacity of each venue. The maximum seated guest capacity shall be determined based on the official seating capacity as designated by the venue management. Any requests for additional equipment exceeding this capacity may be subject to additional charges and availability. If you require or desire additional service equipment or materials, we may rent these items to you or rent them on your behalf from a third party supplier and bill you for them as part of the Final Balance. 

c. Lighting & Audiovisual (“A/V”) Production. You must rent all lighting and A/V equipment from us or from our preferred vendors and use them to hang, install, rig and tear down the equipment.

8. Additional Terms: Event Coordination and Vendors.
a. Event Coordination. A venue coordinator will be provided to the client for menu and catering coordination. In addition, a day-of coordinator is required to be hired for the event and must be identified at least 3 months prior to the event date. Client may hire a professional day-of coordinator or a Landmark Event Co day-of coordinator. In the event that a day-of coordinator is not identified by the client within 3 months of the event, Landmark Event Co. will automatically add a Landmark day-of coordinator to the contract at a rate of $2,450. 

i. Venue Coordinator: The venue coordinator is included with the event and will aid the client in menu creation, catering timeline creation, floorplan creation, basic rental coordination, and will have 2 planning meetings to plan the event starting 6 months from the event date.
ii. Day-of Coordinator: A day-of coordinator upgrade can be purchased at an additional cost of $2,450 which can be added to the contract. The will aid in everything included with the venue coordinator plus overseeing staff & vendors, rehearsal & ceremony coordination, and standard personal decor set up. There will be 3 planning meetings to plan the event starting 6 months from the event date. 
iii. Partial Planner: A partial planner can be purchased at an additional cost of $4,950 which can be added to the contract.  They will aid in everything included with the Day of Coordinator plus decor tear down, specialty rental coordination, and Pinterest/vision board collaboration. There will be 4 planning meetings to plan the event starting 1 year from the event date.

b. Vendors. We may use Vendors (including subcontractors) to fulfill our obligations hereunder at our discretion. In addition, you and we will each require our Vendors to comply with all applicable terms and conditions of this Agreement in conducting their activities or performing their services hereunder and you and we shall be as liable for the acts or omissions of such Vendors as you or we would be for our own acts or omissions. For clarity, any Vendors you retain are your Vendors, not ours.

9. Payment. 

a. Deposit Schedule.  You will pay us the following non-refundable deposits by the date indicated. We require a signed copy of this Agreement and the first deposit in order to guarantee your reservation for the Venue. If you do not return the Agreement and deposit within seven days after you receive it, this Agreement will become void and we will have no further obligations to you. If any of the other payments in the payment schedule are more than seven business days late we will charge you a late fee of three percent (3%) of the outstanding balance and will be applied to the total amount due. Landmark Event Co. reserves the right to pursue any accounts in delinquent status by the use of collections after 60 days of non-payment after the completion of services rendered:

b. Credit Card. We require a credit card (MasterCard, Visa or American Express) to hold on file until your Event is over, regardless of how you choose to pay your Final Balance.  We will also accept these credit cards for payment of other amounts, although we prefer payment by check as set forth in subsection (d) below. You authorize us to charge any amounts you owe hereunder to the credit card you provide us, including damage to the Venue for which you are responsible under this Agreement. In addition, we will assess and retain a mandatory 3% processing fee on all amounts owed hereunder that are charged to a credit card.

c. Final Balance. We will invoice you after the Event for the remainder of your Final Balance, if any, including all additional charges you incurred at or in connection with the Event (the “Final Invoice”) and you will pay all amounts on the Final Invoice within 14 days of the invoice date. 

d. Payment Forms. We accept payment by check, EFT and MasterCard, Visa, and American Express; however, we will charge you a 3% processing fee if you pay by credit card. If you pay by check, please make checks out to Landmark Event Co., put your Event number, Event Date and Venue name on the check and mail or drop off your check at 4136 1st Ave S., Seattle, WA 98134. We will notify you with an invoice receipt when payments are received. However, if your check is returned, we will charge you a $40 returned check fee and will consider you to have failed to make payment of required amounts.

10.Cancellation or Termination; Liquidated Damages. 

a. Either you or we may cancel the Event (i.e. terminate this Agreement) at any time by providing written notice to the other. If you terminate this Agreement for reasons other than those set forth in Section 14 (Force Majeure) you will be required to pay certain liquidated damages (“Cancellation Fees”) (plus applicable taxes and costs incurred) as set forth below. You acknowledge that the below Cancellation Fees are a reasonable estimate of the loss and harm we will suffer if you terminate this Agreement, including our having turned away other business over the Event Date and, therefore, the following amounts constitute liquidated damages and not a penalty. If you timely pay Cancellation Fees, plus applicable taxes and costs incurred, in full, we will not seek additional damages from you for your termination of this Agreement:

91+ days before the Event – Landmark will retain any payments already made  + costs incurred*

31-90 days before the Event –  Landmark will retain any payments already made. 50% of event total is due if not already paid + costs incurred**  

0-30 days before the Event – Landmark will retain any payments already made.  Remaining balance (100% of event total)  is due + costs incurred*

*By way of example, these may include venue rental, equipment rental fees, food or alcohol purchased for your Event, contracts for services we are not able to terminate without the requirement to pay liquidated damages, charges listed below**, etc.

**By way of example, additional Venue access hours, increased Guest headcount charges, charges listed above* etc. requested after the Agreement is signed.

b. If we terminate the Agreement for reasons other than those set forth in Section 14 (Force Majeure), we will pay you, as your sole and exclusive remedy for our termination, your direct, actual and reasonable costs you pay to third-parties solely as a result of our termination of the Agreement, which amount will not exceed the Cancellation Fees. We will require evidence of these amounts before payment.

11. Damage to Venue and Our Equipment and Materials; Safety Concerns. 
a. Damage, Generally. We understand that normal wear and tear and minor glassware breakage or the like may occur during your Event. However, should excess damage, wear and tear or breakage occur to the Venue or our (or our Vendor’s) equipment and materials, or if there is other damage to the Venue that does not constitute reasonable wear and tear, you will be responsible for all such damage and liable to us for all Losses we incur as a result, including the cost(s) to repair the Venue and repair or replace equipment or other materials.  This includes damage done by your Guests.

i. Equipment Rental:  Replacement or additional cleaning costs may be added to your final invoice for items broken/damaged by client, their guests or other outside vendors hired by you or hired by Herban Feast on your behalf. We require you accept the 12% liability waiver for damages offered by the rental company. If you choose to coordinate your own rentals, you agree to provide us with the rental order and agree to allow us to add equipment based upon our needs to execute your event. The need for additional equipment shall be based on the sole discretion of Herban Feast. Landmark Event Co. is not responsible for any venue or rental equipment damages incurred by guests or other vendors.

b. Failure to Comply with the Agreement. If you or your Guests or Vendors fail to comply with the requirements of this Agreement, including those relating to access times, prohibition on certain décor, flames or candles, or any other term or condition, we may end your Event if we reasonably believe the Venue or our property or any persons are at risk of damage, injury, death, breakage or other destruction as a result of such failure. Failure to comply with the open flame policy may result in immediate ending of your Event. If we do so,  you and your Guests and Vendors will leave the Venue immediately. Without limiting your indemnification obligations below, you will be liable to us for any Losses (as defined below) we incur as a result of your failure to comply as described in this subsection, including, for clarity, your Guests’ and Vendors’ failure to comply.  We may also end the Event or require one or more Guests to leave the Event if one or more Guests are:
i. intentionally damaging the Venue or our property or another person; or 
ii. climbing onto the Venue’s roof, jumping off any Venue decks, balconies or the Venue or if the Venue is The MV Skansonia, the Venue itself, or 

iii. entering any area off limits to Guests

c. Smoking. You, your Guests and your Vendors may not smoke or vape on or in any part of the Venue, including both indoor and outdoor areas. Smoking on the docks near The MV Skansonia is also prohibited. If anyone at the Event violates this policy, we will charge you a $500 fee.

d. Excess Trash/Recycling Disposal. Landmark disposes of standard event trash/recycle which accumulates throughout the event.  Should excess trash or recycling disposal be expected, a “Trash Disposal” fee may be added for a charge of $750 during the planning process. Landmark Event Co. must be aware of all items that would need disposing of, and may need to adjust the cost of this fee depending on the scope of the items.  If excess trash (determined by Landmark) is left without the “trash disposal” fee being added preliminarily, an increased disposal rate of $1,250 will be charged post-event.  Trash disposal as a whole does not include vendor items such as floral arrangements, boxes, styrofoam, A/V equipment, etc.  This is the responsibility of the vendor or the client to remove within the venue access hours.

12. Insurance. 

a. Policies and Limits. You will obtain and maintain insurance of the following types and amounts valid in the State of Washington from or issued by companies rated A-VII or better by Best’s Insurance Guide:

i. General/commercial liability insurance with a limit of at least one million dollars ($1,000,000) per occurrence combined single limit for policies without a general aggregate limit and for policies with a general aggregate limit, an  aggregate limit of at least two million dollars ($2,000,000) endorsed to cover contractual liability, personal injury and property damage
ii. Event liability insurance with a limit of at least one million dollars ($1,000,000) in coverage, covering liquor liability (if it is served at the Event), personal injury and property damage.

b. Additional Terms. All such policies shall name Landmark Event Co., LLC as an additional insured. If we request it, you will provide us Certificates of Insurance evidencing your compliance with this section.

13. Indemnification; Additional Liability Disclaimer and Assumption of Risk; Limitation of Liability.
a. By  You. You will defend, indemnify, and hold harmless us, our successors and assigns, and each of their officers, directors, members, agents, employees, representatives and contractors (the “Landmark Indemnitees”) from and against any and all claims, causes of action, suits, proceedings or investigations (together, “Claims”) brought, instituted or asserted against a Landmark Indemnitee by a third-party (including, for purposes of this Section 13, a governmental authority)  and any and all costs, damages, liabilities, losses or expenses  (including reasonable attorney’s fees and costs) (together, “Losses”) incurred by a Landmark Indemnitee as a result of such third-party Claims to the extent arising out of or relating to your, Guests’ or your Vendor’s use of, access to or presence at or on the Venue under this Agreement (or a combination of the foregoing), including your acts or omissions and those of your Guests or Vendors and also including your breach of this Agreement, your negligence, gross negligence or willful misconduct, or that of your Guests or Vendors, all of the foregoing except to the extent we are required to indemnify you for any Claims or Losses (or portions thereof) as set forth below.

b. By Us. We will defend, indemnify, and hold harmless you, your heirs, successors and assigns and each of their officers, directors, members, agents, employees, representatives and contractors (together, the “Renter Indemnitees”) harmless from and against any and all Claims brought, instituted or asserted against a Renter Indemnitee by a third-party and any and all Losses incurred by a Renter Indemnitee as a result of such third-party Claims to the extent arising out of or relating to 
i. our maintenance of the Venue in violation of applicable Laws (as defined below);  
ii. our gross negligence or willful misconduct or that of our Vendors or personnel acting within the scope of their employment or engagement.

c. Your Waiver of Liability. You, on behalf of yourself and the Renter Indemnitees waive any rights to recover from, and hereby forever agrees to release and hold harmless the Landmark Indemnitees from any and all Claims or Losses, whether direct or indirect, known or unknown, foreseen or arising from or relating to any acts or omissions by any third party or us or in the Venue or on its premises, except to the extent 

i. Arising from our gross negligence or willful misconduct; or

ii. We are required to indemnify any Renter Indemnitee from such Claims or Losses or portions of Claims or Losses as set forth above.  Except as set forth in the preceding sentence, you assume all risk of harm for injury or damage, including death or serious bodily injury, occurring at or in connection with the Event, the Venue and its premises (including any loading zones or docks).  You represent and warrant that you have the rights necessary to grant the waiver in this Section.

d. Our Limitation of Liability. Excluding our gross negligence or willful misconduct, and to the maximum extent permitted by applicable Laws, and without limiting your waiver above, we will not be liable to you or to any third-party (including Guests) and you hereby waive your right to recover for 
i. any special, consequential, punitive, statutory or other indirect Losses; nor 
ii. direct Losses that exceed the amounts you have paid us under this Agreement for the Event giving rise to the Claim.  This limitation of liability will apply regardless of the legal theory under which the Claim or Loss arises and regardless of whether any remedy herein fails of its essential purpose.

14.Force Majeure. 

a. Either party may terminate this Agreement without penalty or the requirement to pay liquidated damages if a Force Majeure Event makes its performance illegal or impossible. “Force Majeure Event” means an unforeseen event, occurrence or circumstances outside the control of the party seeking the benefit of this section. Force Majeure Events include war, government regulation, terrorism, disaster, strikes, civil disorder, curtailment of transportation facilities, restriction on or unavailability of food, beverage or other supplies, casualty or fire resulting loss or destruction of the Venue, or pandemic. If a Force Majeure Event makes a party’s performance illegal or impossible and it wants to terminate the Agreement, that party will notify the other in writing of its intent to terminate as soon as possible and, in any case, no later than 10 days following the Force Majeure Event. 

b. If the Agreement is terminated under this Section 14, we will be entitled to retain any pre-paid amounts to reimburse us for fees and costs we have already incurred. In addition, you may apply the remainder of deposits we are holding to a rebooked event of similar size and scope to occur within 12 months after the original Event Date provided that you and we are able to sign, after negotiating in good faith, a new event agreement for the rebooked event within 12 months after the Event Date. If you and we are not able to agree,  we will refund you the remainder of such amounts within 30 days after the effective date of termination.

15. Miscellaneous.
a. Compliance with Venue Signage. You will read and comply with any requirements or recommendations displayed on signage at the Venue and will ensure that your Guests do the same.

b. Compliance with Laws. Without limiting your particular obligations elsewhere herein, you will comply with all federal, state, and local laws, statutes, orders, ordinances, regulations, or court or agency decisions (together, “Laws”) including obtaining any and all permits and licenses required by such Laws, applicable to your obligations and activities under this Agreement and to the Event.

c. Governing Law; Jurisdiction. This Agreement is governed by and shall be construed in accordance with the Laws of the State of Washington. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts sitting in Seattle, King County, Washington for the adjudication of any Claims arising between them.

d. Severability. If provision of this Agreement is held to be illegal, invalid, or unenforceable to any extent, the legality, validity, and enforceability of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be enforced to the greatest extent permitted by Laws.

e. Survival. All payment obligations, and Sections 11(a), 13, and Section 14 will survive termination or expiration of this Agreement as will those terms and conditions that, by their nature, should so survive. 

f. Counterparts. This Agreement may be executed by the parties in separate counterparts, including PDF counterparts, each of which when so executed and delivered will be considered original, and all such counterparts will together constitute one and the same instrument.

g. Interpretation. The parties use the terms “will,” “shall” and “must” interchangeably to indicate a future, mandatory obligation. Capitalized terms defined in the singular case will be deemed defined in the plural and vice versa. Section and paragraph headings are for convenience only and will not affect interpretation of this Agreement.

h. Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties regarding this subject matter and supersedes all prior oral and written understandings between the parties, with respect to the subject matter hereof. Any changes to this Agreement must be made in a written document signed by both parties.

As indicated above, we must receive a signed copy of this Agreement, with no changes, and your first deposit within seven days after the Effective Date or the Agreement will be null and void and we will release your space. We will return a countersigned copy to you promptly after we receive your copy.