IMPORTANT LEGAL DOCUMENT
This is a legally binding agreement. By accepting, you are waiving certain legal rights. Please read carefully and consult with legal counsel if you have questions.
Vendor Liability Waiver and Indemnification Agreement
This Liability Waiver and Indemnification Agreement ("Agreement") is entered into between Picnyk, Inc. ("Picnyk") and the undersigned vendor ("Vendor") as a condition of participation on the Picnyk platform.
1. Acknowledgments
By accepting this Agreement, Vendor acknowledges and agrees that:
1.1 Independent Business Relationship
- Vendor operates as an independent business, not as an employee, agent, or representative of Picnyk
- Picnyk serves only as a technology platform connecting Vendors with potential customers ("Customers")
- All services are provided directly by Vendor to Customer without Picnyk involvement in service delivery
- Vendor has sole responsibility for the quality, safety, and legality of services provided
1.2 Assumption of Risk
- Providing services to the public involves inherent risks
- Vendor voluntarily assumes all risks associated with providing services through the platform
- Vendor has adequate experience, training, and qualifications for services offered
- Vendor understands that interactions with Customers may carry risks
1.3 Insurance and Compliance
- Vendor maintains adequate insurance coverage for their business activities
- Vendor complies with all applicable laws, regulations, and licensing requirements
- Vendor possesses all necessary permits, certifications, and credentials
- Vendor's insurance coverage is primary to any coverage Picnyk may maintain
2. Release and Waiver of Liability
VENDOR HEREBY RELEASES, WAIVES, DISCHARGES, AND COVENANTS NOT TO SUE:
Picnyk, Inc., its parent companies, subsidiaries, affiliates, officers, directors, employees, agents, successors, and assigns (collectively, "Released Parties") from any and all liability, claims, demands, actions, and causes of action whatsoever, arising out of or related to any loss, damage, injury, or death that may be sustained by Vendor, or any property belonging to Vendor, while participating as a Vendor on the Picnyk platform.
This release includes, but is not limited to, claims arising from:
- Acts or omissions of Customers
- Disputes with Customers regarding services, payment, or conduct
- Property damage or theft occurring during service provision
- Personal injury occurring during service provision
- Accidents or incidents at Customer locations
- Claims by third parties arising from Vendor's services
- Technical failures or errors on the platform
- Lost bookings, revenue, or business opportunities
- Regulatory actions or legal proceedings related to Vendor's services
3. Indemnification
VENDOR AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE RELEASED PARTIES:
From and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with:
- Service-Related Claims:Any claim, lawsuit, or demand arising from Vendor's provision of services, including but not limited to claims of negligence, malpractice, breach of contract, or personal injury
- Food Safety (Culinary Vendors): Any foodborne illness, allergic reaction, or food safety violation
- Content Violations (Performers): Any claim arising from inappropriate, explicit, or offensive content delivered during performances
- Alcohol-Related Claims (Bartenders): Any claim arising from alcohol service, including over-service, service to minors, or intoxication-related incidents
- Property Damage: Any damage to Customer property, venues, or third-party property
- Employee/Subcontractor Claims:Any claim by Vendor's employees, subcontractors, or agents
- Regulatory Violations:Any fines, penalties, or actions by regulatory bodies related to Vendor's services
- Intellectual Property:Any claim of infringement related to Vendor's content, music, or materials
This indemnification obligation applies regardless of whether Picnyk is alleged to be negligent or otherwise at fault, and survives termination of this Agreement.
4. Insurance Requirements
Vendor agrees to maintain the following insurance coverage throughout their participation on the platform:
General Liability Insurance
- Minimum coverage: $1,000,000 per occurrence
- Minimum aggregate: $2,000,000
- Required for: All Vendors in high-risk categories (culinary, performers, bartenders, activities)
Professional Liability Insurance (Recommended)
- Minimum coverage: $500,000 per occurrence
- Covers errors, omissions, and professional negligence
Additional Requirements
- Vendor's insurance must be primary and non-contributory
- Upon request, Vendor will add Picnyk as additional insured
- Vendor must provide Certificate of Insurance upon request
- Vendor must notify Picnyk within 48 hours of any policy cancellation
5. Category-Specific Provisions
5.1 Private Chefs / Culinary Professionals
Vendor additionally acknowledges and agrees:
- Vendor is solely responsible for food safety and hygiene
- Vendor will inquire about and accommodate food allergies and dietary restrictions
- Vendor will follow proper food handling, storage, and temperature protocols
- Vendor accepts all liability for foodborne illness claims
- Services must be performed at Customer's location using Customer's facilities
- Vendor will not prepare food in an uninspected home kitchen for off-site consumption
5.2 Performers / Entertainers
Vendor additionally acknowledges and agrees:
- Content ratings provided to Picnyk are accurate
- Vendor will adhere to content restrictions specified in each booking
- For family-friendly bookings, Vendor will not perform explicit content
- Violation of content restrictions constitutes material breach and may result in penalty fees
- Vendor holds all necessary rights to perform their content
- Vendor accepts liability for any claims of inappropriate content
5.3 Bartenders / Beverage Service
Vendor additionally acknowledges and agrees:
- All alcohol is provided by Customer, not by Vendor or Picnyk
- Vendor will verify identification and refuse service to minors
- Vendor will practice responsible service and refuse service to intoxicated guests
- Vendor maintains TIPS, ServSafe Alcohol, or equivalent certification
- Vendor accepts all liability for alcohol-related incidents
- Vendor will comply with all state and local alcohol service laws
6. Limitation of Liability
LIMITATION OF PICNYK'S LIABILITY:
IN NO EVENT SHALL PICNYK'S TOTAL LIABILITY TO VENDOR EXCEED THE LESSER OF: (A) THE TOTAL FEES PAID BY VENDOR TO PICNYK IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE THOUSAND DOLLARS ($1,000).
PICNYK SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, BUSINESS, OR GOODWILL.
7. Dispute Resolution
Any dispute arising under this Agreement shall be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be held in Delaware, and the arbitrator's decision shall be final and binding.
VENDOR WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
8. Severability and Entire Agreement
If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect. This Agreement, together with the Vendor Terms of Service, constitutes the entire agreement between Vendor and Picnyk regarding liability and indemnification.
9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.
10. Acknowledgment
BY ACCEPTING THIS AGREEMENT, VENDOR ACKNOWLEDGES:
- I have carefully read this Agreement and understand its contents
- I understand that I am releasing potentially significant legal rights
- I sign this Agreement voluntarily and of my own free will
- I understand I may consult with an attorney before signing
- I am at least 18 years of age and legally competent to enter this Agreement
- I agree to be bound by all terms and conditions herein