THIS AGREEMENT, dated as of January 1, 2025, is between Off Register (“Us” or “We”) and the signatory at the end of this agreement (“You”). You are applying to exhibit and sell Your work at the 2025 Off Register: Santa Barbara Art Book & Print Fair (the “Fair”), to be held at The Community Arts Workshop (“CAW”), 631 Garden St, Santa Barbara, CA 93101, (the “Building”), a facility operated by the Santa Barbara Arts Collaborative (“SBAC”). This Agreement must be signed by You and submitted to Us with the completion of the Application. You and any agents, employees, personnel, and/or independent contractors who participate in the Event agree to be bound to this Agreement. This Agreement shall govern Your use of a booth (the “Booth”) and your participation at and in the Fair, on the terms and conditions as set forth below.

BASIC AGREEMENT INFORMATION - Section 1

Fair Date: October 18, 2025
Fair Location: 631 Garden St, Santa Barbara, CA 93101

Optional Early Exhibitor Drop-Off Hours: October 17, 2025, 4:00 P - 6:00 P
Day of Fair Exhibitor Access Hours: October 18, 2025, 8:00 A - 7:00 P 
Public Access Hours: October 18, 10:00 A - 6:00 P

Participation Fee Due: June 30, 2025 
Description of Booth Space: Defined in acceptance packet once accepted.
Included Services: Booth Table, One Chair, Display sign with Vendor Name, Free Exhibitor Wi-Fi; Standard Lighting, ADA Onsite Restrooms, Drinking Water.

Safety: You will act with the highest regard for the safety of the attendees and other participants of the Event, and will adhere to all laws, policies, rules, and regulations applicable to Your goods and/or activities.

Exhibit A – Exhibitor Information & Payment  

1. RIGHTS TO USE THE BOOTH AND PARTICIPATE IN THE FAIR. You may use the Booth as described in Section 1 - Basic Agreement Information and located as marked on Exhibit A – Configuration of Fair and Location of Booths during the Exhibitor Access Dates and Times as set forth in Section 1 – Basic Agreement Information provided that You agree to accept all of the terms and be bound by all of the conditions of this Agreement. You agree that You will use the Booth and participate in the Fair generally only for the exhibition and sale of prints, art books, art objects, and related merchandise. For purposes of interpreting the foregoing, “prints and art books” shall be defined as prints involving analog printmaking methods, artist-centric books and other printed matter that represent or constitute the work of an artist or group of artists. You may not use the Booth or otherwise participate in the Fair for any other purpose, including but not limited to the exhibition and sale of merchandise that We, in our sole judgment, deem not to be or to be related to prints and art books. 

2. TERMS OF PARTICIPATION. You agree that Your participation in the Fair will be substantially as described in your application. We have final judgment on the suitability of Your participation as outlined in Your exhibitor application, all aspects of the arrangement and operation of the Fair, and the assignment of booth locations to You and other Exhibitors. By signing this Agreement, You hereby confirm (i) that You have read, understand, and agree to all of the terms of this Agreement and that (ii) all of the information You have provided to Us is accurate. If You have provided Us with false information or if You fail to comply with any of the terms and conditions set forth herein, We will deem You in breach of this Agreement. 

3. CO-EXHIBITORS. Multiple exhibitors (each a “Co-exhibitor”) may share a single booth, provided that each Co-exhibitor has executed an appropriate Agreement with Us. You agree that You and any Co-exhibitor(s) sharing Your booth will each bear full (and not proportionate) responsibility for all of the Fees and covenants attached to the use of Your booth and Your participation in the Fair. 

4. TERM OF THIS AGREEMENT. The term of this Agreement (the “Term”) shall commence at the beginning of the Exhibitor Access Hours and, unless sooner terminated, shall expire at the end of the Exhibitor Access Hours, each as set forth in Section 1 – Basic Agreement Information. 

5. PAYMENT OF PARTICIPATION FEE AND OTHER CHARGES. As consideration for the use of the Booth and for participation in the Fair, You agree to pay Us via Our payment gateway the Participation Fee (as described on the Application) no later than the Participation Fee Due Date as set forth in Section 1 – Basic Agreement Information. Other than as set forth elsewhere in this Agreement, after September 18, 2025, We will not be obligated to refund Your Participation Fee for any reason, including but not limited to Your failure to participate in the Fair or Your termination of this Agreement. Through September 18, 2025, should you cancel participation in the Fair for any reason, We will issue a 50% refund of Your Participation Fee within ten (10) days of Your cancellation request. Your failure to pay the Participation Fee in full on or before the Participation Fee Due Date shall result in termination of this Agreement. You agree to pay Us any and all additional amounts owing to us pursuant to any other provision of this agreement within ten (10) days of Our written request for such payment. 

6. FAIR LAYOUT AND BOOTH LOCATION. We have used reasonable effort to lay out the Fair and assign booths in a manner that will make effective use of the Buildings and create a safe and productive experience for exhibitors, visitors to the Fair, and other visitors to and occupants of the Buildings. By signing this Agreement, You are agreeing to your assigned booth location as determined by Us. You acknowledge and agree that We may, in our sole judgment, alter the layout of the Fair in any way and for any purpose, provided that We use reasonable effort to provide You a location and booth configuration substantially similar to that which We originally assigned to You. 

7. ACCESS. We agree to provide You and Your employees access to the Booth Space during the Exhibitor Access Dates/Times. You and Your representatives and guests may also use the rest rooms, hallways, and exterior common spaces at CAW. You acknowledge and agree that this Agreement does not convey to You or Your guests the right to enter or use any other space(s) in the Buildings other than as the tenants in those spaces may allow during the Fair. 

8. INSTALLATION, OPERATION, AND DE-INSTALLATION OF BOOTHS. You may set up Your Booth during Exhibitor Access Hours as described in Section 1 – Basic Agreement information. You agree that Your booth will be ready for operation by the start of the Public Hours and that You or Your representative(s) will be present at Your Booth during all Public Hours. You agree not to begin break-down of Your Booth until the end of Public Access Hours as described in Section 1 – Basic Agreement Information and to complete de-installation of Your booth by the termination of the Exhibitor Access Hours. You agree that, unless We have agreed in advance and in writing, We may consider any of Your property not removed by You from the Buildings by end of the De-install hours to have been abandoned by You and that We may dispose of any and all such property by any means without any liability to You. 

9. BOOTH INCLUSIONS AND RESTRICTIONS. The Participation Fee includes those items set forth as Included Services as outlined in Section 1 – Basic Agreement Information. You acknowledge and agree that (i) We are not required to provide to You anything not expressly set forth as an Included Service and (ii) You shall adhere to and be bound by the Additional Requirements and Stipulations as set forth in Section 1 – Basic Agreement Information. You further agree that You may not install at, on, or near Your Booth any additional furniture or power connections unless agreed to in advance and in writing by Us. You agree that even if Your Booth includes use of a wall, You may not paint any wall or attach to any wall any temporary dividers, cabinetry, lighting, or any other temporary improvements other than allowed signage and/or flat or framed media or artwork. You agree that you will use only such minimally-invasive hardware as tacks, sticky tack, or pins [note that picture hangers and/or florets are NOT permitted] for attachment to any wall.

10.You expressly acknowledge and agree that You may not drill into any wall or attach anything to any wall using screws, bolts, double sided-tape, or any other materials that could cause significant defacement or damage. You acknowledge that all behavior and damage by you or your employees is your responsibility and we retain the right to charge for restoration using contractors of our discretion in addition to project manager time to complete. 

11. INSURANCE AND EXEMPTION FROM LIABILITY. You agree that We shall not be responsible for any loss of or damage to any of Your property for any cause including: fire, theft, burglary, breakage, leakage, water damage, or transportation to and from the Building, or for any claim by or against You at any time or for any reason whatsoever, including Our negligence. In any event, You assume all risk of loss or damage to any of Your articles and We shall assume no risk of loss for Your property. We will not be liable to any Exhibitor for any direct, incidental or consequential damages or loss to the Exhibitor, to their property or articles arising in any way from or connected with Your participation, except for damage and loss caused by Our gross negligence. You are required to sign and return an attached insurance release and waiver form, unless supplying proof of adequate policy coverage. You agree, in signing this Exhibitor Agreement, to release Us from such liability. Additionally, the You will be responsible for all injury or damage of any kind to persons or property, regardless of who may be the owner of the property (including, without limitation, furniture, furnishings, or works of art) arising out of or suffered through any act or omission of the Exhibitor, its employees, agents, contractors or guests, in connection with its use of Our Facilities. You further assume the obligation to indemnify and hold harmless Us and Our affiliates, Trustees, Directors, officers, agents, and employees against any and all damages, claims, expenses (including reasonable legal fees), or other liability due to bodily injury, personal injury or death, or damage to property of others, arising out of or suffered through any act or omission of the Exhibitor, its employees, agents, contractors or guests, in connection with its participation in this presentation and use of Our facilities. You acknowledge that You are solely responsible for insuring Yourself against all such losses and/or claims.

12.CERTIFICATE OF INSURANCE. You must either represent and warrant that you currently maintain, and will continue to maintain throughout the duration of this agreement, comprehensive liability insurance coverage from a reputable insurance provider. You agree to provide evidence of such insurance upon request and to promptly notify Community Arts Workshop of any changes to your insurance coverage that may affect the performance of this agreement. If you choose not to maintain liability insurance, you instead agree to the waiver below (Exhibit B).  

13. Off Register and the Community Arts Workshop can not receive or store shipments ahead of the Fair. 

14. SIGNAGE. You may place Signage on and around Your Booth, provided that (i) all signage for Your booth must be provided by You; (ii) You use vinyl lettering or otherwise attach signage to any wall at Your booth pursuant to the provisions of Section 12 – Booth Inclusions and Restrictions (You agree that you will use only such minimally-invasive hardware as tacks, sticky-tack, or pins [note that picture hangers and/or florets are NOT permitted] for attachment to any wall); and (iii) that You may not place any signage anywhere in, on, or near the Buildings, other than on or in Your Booth or on any wall designated herein as included with Your Booth. We shall not be responsible for any lack of signage at or for Your Booth, and We will not create any signage on your behalf. 

15. RESELLER’S PERMIT. If You are based in California, You agree to provide Us, upon our request, with a copy of Your California Resale Certificate. If You are not based in California, You agree to provide Us, upon Our request, a copy of a California State Seller’s permit duly filed with the California Board of Equalization. You acknowledge and agree that You are solely responsible for complying with California State and Santa Barbara City and County sales tax rules and for paying any sales and/or business taxes stemming from Your participation in the Fair. 

16. PARKING. This Agreement does not convey any rights to automobile or truck parking. Street parking around the Buildings are subject to City of Santa Barbara regulation. There is a free, all day, first-come-first-serve parking lot adjacent to CAW with around 60 parking spaces available for use. You are responsible for making sure You do not leave any valuables in Your vehicle. 

17. CLEANING, TRASH, AND EQUIPMENT REMOVAL. We expect everyone to reasonably support cleaning up after themselves. You will be held responsible for keeping your booth area clean and free of trash and other hazards. We will provide the following services for the Buildings and its common areas: janitorial services and trash removal from designated locations, as well as common-area bathroom supplies. You shall leave Your Booth and the area around it in the same condition in which You found it before Your installation. 

18. NO SMOKING. No smoking or vaping is allowed in any part of the Buildings, and You agree to use reasonable effort to prevent smoking anytime You or Your representatives are in the Buildings. 

19. HAZARDOUS MATERIALS. You hereby agree not to bring any flammable or hazardous materials into the Buildings or to operate in the Buildings any object, equipment or machinery that creates open flames or emits any gas, fumes, or smells other than typical cooking odors. You agree to be solely responsible for the cost of any claim of damage or loss, mitigation or repair of damage, or payment fines or other penalties resulting from Your violation of this Section. 

20. EXCULPATION AND INDEMNIFICATIONS.  
a. Our Indemnification of You. We shall indemnify, protect, defend and hold You harmless from and against any claims, actions, liabilities, damages, costs or expenses, including reasonable attorneys’ fees and costs incurred in defending against the same asserted by any third party against You for loss, injury or damage, to the extent such loss, injury or damage is caused by Our willful misconduct or Our negligent acts or omissions. 
b. Your Indemnification of Us. You shall indemnify, protect, defend and hold harmless Us, Our employees, Our members and general and limited partners, Our affiliated partnerships, and Our authorized representatives from and against claims arising from (i) the acts or omissions of You or Your Representatives or Visitors in or about the Buildings, and (ii) any breach or default under this Agreement by You.
c. Damage to You and Your Property. Except for Our express indemnification obligation under Section 20.a, We shall not be liable to You for any loss, injury or other damage to You or to Your property in or about the Buildings from any cause including any defects in or malfunctions of the Buildings or its systems or the acts or negligence of Us or any other occupants or users of the Buildings even in case of Our gross negligence or the gross negligence of Our agents or employees. You hereby waive all claims against Us, Our members and general and limited partners, and Our affiliated partnerships for any such loss, injury or damage not excepted from the foregoing by the express indemnification obligations under Section 20.a, and the cost and expense of defending against claims relating thereto, including any loss, injury or damage caused by Us or Our employees’, contractors’ or agents’ negligence (active or passive). For purposes of interpreting the provisions of this Section 20.c, Your property shall include property You own; any property consigned to You; any property brought or shipped by You to the Fair, to Us, or to the Buildings; and/or any property received by You or otherwise held by You at the Fair or in the Buildings. 

21.TERMINATION. We or You may terminate this agreement at any time, provided that: (i) if You terminate this agreement for any reason other than Our breach, We shall have no obligation to return any Participation Fee paid by You to Us and You agree to pay other amounts due by You to Us as provided by this Agreement; and (ii) if We terminate this Agreement other than for Your breach, We will return to you any Participation Fee paid by You to Us. You acknowledge and agree that Our sole liability to You for termination by Us for any reason, including but not limited to Our cancellation or rescheduling of the Fair or Our decision not to accept You as an exhibitor, shall be Our return to You of Your Participation Fee. You agree that termination of this agreement will terminate any rights of Yours to occupy or use the Booth before or during the Fair. 

22. PROMOTION. You hereby agree that We may list You as an exhibitor or otherwise disclose Your participation in the Fair in any and all descriptive, marketing, and promotional materials. We agree that You may disclose Your participation in the Fair and promote the Fair generally, provided that You use commercially reasonable efforts to ensure that information You disclose and promote is accurate. You agree that You will refer to the Fair as “Off Register” in Your promotion. You acknowledge and agree that the terms “Off Register: Santa Barbara Art Book & Print Fair” and “Off Register” and their associated logos are trademarks of the Fair and may only be used by You to promote Your participation in the Fair or the Fair generally. 

23. NOTICE. Either party may give notice to the other via email to the Address for Notice set forth in Section 1 – Basic Agreement Information. In any notice You give Notice to Us, the subject line must include the reference “Off Register 2025.”

24. ENTIRE AGREEMENT. This Agreement, including the Exhibits and any Addenda attached hereto, and the documents referred to herein, if any, constitute the entire agreement between Us and You with respect to Your use of the Booth and the Buildings and Your participation in the Fair and supersede all prior or contemporaneous agreements, understandings, proposals and other representations by or between Us and You, whether written or oral, all of which are merged herein. Neither We nor Our agents have made any representations or warranties with respect to the Booth, the Buildings, the Fair, any Included Services, or this Agreement except as expressly set forth herein, and no rights, easements or licenses shall be acquired by You by implication or otherwise unless expressly set forth herein. The submission of this Agreement for examination does not constitute an option for use of the Booth or for participation in the Fair, and this Agreement shall become effective as a binding agreement only upon execution and delivery thereof by Us to You. 

25. MISCELLANEOUS. This Agreement may not be amended or modified except in writing signed by Us and You. This Agreement shall be binding on and shall insure to the benefit of the parties and their respective successors, assigns and legal representatives. The determination that any provisions hereof may be void, invalid, illegal or unenforceable shall not impair any other provisions hereof and all such other provisions of this Agreement shall remain in full force and effect. The unenforceability, invalidity or illegality of any provision of this Agreement under particular circumstances shall not render unenforceable, invalid or illegal other provisions of this Agreement, or the same provisions under other circumstances. This Agreement shall be construed and interpreted in accordance with the laws (excluding conflict of laws principles) of the State of California. The provisions of this Agreement shall be construed in accordance with the fair meaning of the language used and shall not be strictly construed against either party, even if such party drafted the provision in question. When required by the context of this Agreement, the singular includes the plural. The captions contained in this Agreement are for purposes of convenience only and are not to be used to interpret or construe this Agreement. If more than one person or entity is identified as You hereunder, the obligations of each and all of them under this Agreement shall be joint and several. Neither We nor You shall record this Agreement. 

26. PHOTOGRAPHY, SOCIAL MEDIA, AND ADVERTISING: Participant acknowledges that We will be engaging photographers and/or videographers at the Event(s), and Participant (and its employees, representatives, and contractors) may appear in Event-related photographs and/or videos. If You (or Your employees, representatives, and contractors) or Your name, trademark, logo, products, and/or likeness appears in any Event-related photographs and/or videos, You hereby irrevocably grants Us the right to post and distribute such Event-related photographs and/or videos, in any format or channel now known or yet to be developed, including but not limited to social media, in sync with or compiled with other images and or audio, in connection with Off Register advertising, on Off Register’s website, and in connection with other marketing material. You warrant and represent that Our use of such images will not violate the rights of You or of any third party, including but not limited to copyright, trademark, the right of publicity, and the right of privacy. If You have provided Us with Your social media handle(s), We will make reasonable efforts to tag You in social media feeds and, where practicable, to otherwise credit You in any use of the Event-related photographs and/or videos in which You (and Your employees, representatives, and contractors) appears.

27. LEGAL AUTHORITY OF ENTITY. If You are a corporation, partnership, limited liability company or other form of business entity, each of the persons executing this Agreement on behalf of You warrants and represents that You are a duly organized and validly existing entity, that You have full right and authority to enter into this Agreement and that the persons signing on behalf of You are authorized to do so and have the power to bind You to this Agreement.

IN WITNESS WHEREOF, We and You have entered into this Agreement as of the date first above written.

Any questions or concerns may be addressed to Us at info@offregistersb.org.