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Vendor Terms and Conditions

Middleburg Marketplace

Vendor Terms and Conditions

All notices to be given in relation to this Agreement shall be sent by United States registered or certified mail, return receipt requested, postage prepaid or express delivery by a nationally recognized courier to 105 East Washington Street, Middleburg VA 20118, or such other address as a Party may provide in writing to the other Party.

The relationship of the parties is that of website host and vendor only, and nothing in this Agreement shall be construed as creating a partnership, joint venture, principal, agent or any other relationship. Neither Party shall have any right or power to create any expense or liability chargeable to the other Party.

Time is of the essence in this Agreement, and all provisions herein relating thereto shall be strictly construed.

All obligations to pay Fees under this Agreement not fully paid as of the expiration or earlier termination of the Term shall survive the expiration or earlier termination of the Term.

This Agreement shall be governed by the laws of the Commonwealth of Virginia, and any action filed in relation to this Agreement shall be filed in the courts of Loudoun County, Virginia or in the US District Court in Alexandria, Virginia. State in which the Leased Premises are located. Each of the Parties waives any objection to the venue of any action filed in any court situated in such jurisdiction, and waives any right, claim or power, under the doctrine of forum non conveniens or otherwise, to transfer any such action to any other court.

In the event that any legal matter, dispute, action or proceeding exist or is commenced by or between the Parties under this Agreement, the prevailing Party shall be reimbursed its reasonable attorneys’ fees and court costs in such matter.

This Agreement, the Exhibits, any amendments, and the Policies contained on the Site (as applicable) contain all of the agreements between the Parties hereto and may not be modified in any manner other than by agreement in writing signed by both of the Parties hereto or their successors in interest. The terms, covenants and conditions contained herein shall inure to the benefit of and be binding upon each of the Parties and their respective successors and assigns. This Agreement includes and incorporates all Exhibits attached hereto. Headings are used for convenience and shall not be considered when construing this Agreement.

This Agreement may be executed in counterparts and shall constitute an agreement binding on all Parties notwithstanding that all Parties are not signatories to the original or the same counterpart, provided that all Parties are furnished a copy or copies thereof reflecting the signature of all Parties. The exchange of copies of this Assignment by facsimile or .pdf/electronic mail shall constitute effective execution and delivery of this instrument as to each of the Parties. Electronic signatures or signatures on pages transmitted by facsimile or electronic mail shall be deemed to be original signatures for all purposes.

EACH OF THE PARTIES AND ITS RESPECTIVE EMPLOYEES, OWNERS, PRINCIPALS, PARTNERS, MANAGERS, AND DIRECTORS, WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES HEREUNDER, AND/OR ANY CLAIM OF INJURY OR DAMAGE.

Each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. If any provision of this Agreement or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, then such provision shall be deemed to be replaced by the valid and enforceable provision most substantively similar to such invalid or unenforceable provision, and the remainder of this Agreement and the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby.

There shall be no presumption that this Agreement be construed more strictly against the Party who itself or through its agent prepared it, it being agreed that both Parties hereto have participated in the preparation or negotiation of this Agreement and that each Party had the opportunity to consult legal counsel before the execution of this Agreement.

No waiver of any default shall be effective unless in writing signed by the Party against whom the waiver is to be effective and then only for the time and to the extent therein stated. Any waiver of a default hereunder shall not be deemed a waiver of any subsequent defaults.

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