COMMON ASSEMBLY NYC by 1COMMON
Vendor Terms of Use & Space License Agreement
INTRODUCTION
Welcome to COMMON ASSEMBLY.
COMMON ASSEMBLY operates as a curated retail, activation, and cultural platform that brings brands together, creators, and businesses within a structured, design-forward, and commercially active environment.
The purpose of this document is to clearly establish the legal, operational, and commercial framework governing participation within COMMON ASSEMBLY NYC programs. These Terms are intended to protect all parties involved while ensuring a consistent, professional, and compliant experience across all physical and digital touchpoints.
By applying to, accessing, participating in, or engaging with any service, space, program, activation, or event operated by COMMON ASSEMBLY NYC (the “Company”), you (“Vendor”) acknowledge that you have read, understood, and agreed to be bound by the following Terms.
This document constitutes a legally binding agreement between the Vendor and COMMON ASSEMBLY.
1. ELECTRONIC CONSENT AND LEGAL ACCEPTANCE
Vendor acknowledges and agrees that all forms of digital acceptance including, but not limited to, checkbox confirmation, online submission, email confirmation, document upload, and payment completion constitute a valid and enforceable electronic signature.
Such acceptance shall carry the same legal weight as a handwritten signature under applicable law.
COMMON ASSEMBLY reserves the right to store and retain all submission-related records, including timestamps, IP addresses, user data, and associated documentation, for purposes of verification, enforcement, and legal compliance.
2. NATURE OF RELATIONSHIP AND LICENSE STRUCTURE
Vendor participation grants a limited, temporary, non-exclusive, revocable license to occupy and use designated space within COMMON ASSEMBLY programs.
This Agreement does NOT constitute:
* A lease or sublease
* A tenancy or real estate interest
* A partnership or joint venture
* An employment or agency relationship
Vendor expressly acknowledges that no property rights, leasehold interests, or long-term occupancy rights are created under this Agreement.
Vendor may not assign, sublicense, transfer, share, or otherwise grant access to its assigned space to any third party without the prior written consent of COMMON ASSEMBLY.
3. BUSINESS REGISTRATION AND LEGAL STATUS
All Vendors must be legally registered business entities operating within the United States.
Vendor agrees to provide, upon request, valid and verifiable documentation, including but NOT limited to:
* Certificate of Incorporation or LLC Formation
* Employer Identification Number (EIN) confirmation
* New York State Certificate of Authority (Sales Tax), where applicable
All submitted documentation must be accurate, current, and consistent with the Vendor’s operating identity.
COMMON ASSEMBLY reserves the right to independently verify Vendor information and to deny, suspend, or terminate participation if documentation is incomplete, inaccurate, or inconsistent.
Failure to comply with these requirements may result in immediate removal without refund or compensation.
4. INSURANCE REQUIREMENTS AND RISK ALLOCATION
Vendor shall maintain active and valid commercial insurance coverage at all times during participation.
Minimum requirements include:
* General Liability Insurance with coverage of no less than $1,000,000 per occurrence
* Product Liability Insurance, where applicable
Vendor shall provide a Certificate of Insurance (“COI”) upon request and may be required to list COMMON ASSEMBLY, its affiliates, landlords, and partners as Additional Insured parties.
Vendor acknowledges that:
* COMMON ASSEMBLY does not verify or guarantee the adequacy of Vendor insurance
* Vendor is solely responsible for ensuring sufficient coverage
ABSENCE OF INSURANCE
If Vendor participates without valid insurance or allows coverage to lapse:
* Vendor assumes full and unlimited liability for all risks
* COMMON ASSEMBLY shall bear no responsibility whatsoever
* Vendor agrees to indemnify, defend, and hold harmless the Company
COMMON ASSEMBLY reserves the right to immediately terminate participation under such circumstances without refund.
5. INDEPENDENT VENDOR OPERATIONS
Vendor operates as an independent business entity and assumes full responsibility for all aspects of its operations.
This includes, without limitation:
* Product sourcing, quality, and legality
* Pricing, sales, and transaction processing
* Customer service and dispute resolution
* Refund, return, and exchange policies
* Tax collection, reporting, and remittance
* Compliance with all applicable laws
COMMON ASSEMBLY does not act as a reseller, distributor, agent, or intermediary.
6. PRODUCT SAFETY AND REGULATORY COMPLIANCE
Vendor shall ensure that all products meet applicable safety, labeling, and regulatory standards.
Particular attention is required for:
* Food, beverage, and ingestible goods
* Cosmetics, skincare, and wellness products
* Products involving sampling or public interaction
Vendor must comply with all applicable:
* FDA regulations
* Labeling and ingredient disclosure requirements
* Consumer safety standards
* New York City Department of Health regulations
Vendor assumes full responsibility for any claims, injuries, damages, or regulatory actions arising from its products.
7. PERMITS, LICENSES, AND REGULATORY RESPONSIBILITY
Vendor is solely responsible for obtaining and maintaining all permits, licenses, and approvals necessary for its operations.
This includes, but is not limited to:
* Retail and temporary sales permits
* Mobile vending licenses
* Sidewalk and curbside permits
* Health and food handling permits
Vendor assumes full liability for any:
* Fines
* Violations
* Enforcement actions
* Shutdowns
COMMON ASSEMBLY shall not be liable for any regulatory consequences.
8. PAYMENT TERMS AND NON-REFUNDABLE POLICY
All fees, including but not limited to space fees, activation fees, and service charges, are strictly:
* Non-refundable
* Non-transferable
This policy applies regardless of performance, attendance, external conditions, or Vendor decision.
Participation is contingent upon timely and complete payment.
9. NO GUARANTEE OF PERFORMANCE
COMMON ASSEMBLY makes no representations or guarantees regarding:
* Sales volume or revenue
* Customer traffic or engagement
* Marketing exposure or media coverage
Vendor acknowledges that participation involves inherent commercial risk.
10. SPACE ASSIGNMENT AND OPERATIONAL CONTROL
COMMON ASSEMBLY retains full discretion over all space allocation and operational decisions.
This includes the right to:
* Assign or reassign space
* Modify layouts
* Adjust placements
* Remove products or Vendors
Vendor agrees to operate strictly within assigned parameters.
11. DISPLAY, SETUP, AND OPERATIONAL STANDARDS
Vendor shall maintain a professional and safe presentation at all times.
All displays must:
* Remain within assigned space
* Avoid obstruction of walkways or neighboring Vendors
* Not be affixed to building structures without approval
Vendor must adhere to all setup, operating hours, and breakdown requirements.
12. INVENTORY AND PROPERTY RISK
Vendor retains full responsibility for all inventory and property.
COMMON ASSEMBLY shall not be liable for loss, theft, damage, or deterioration under any circumstances.
13. STAFF, CONDUCT, AND COMMUNITY STANDARDS
Vendor is responsible for all personnel associated with its participation.
All individuals must adhere to professional conduct standards.
COMMON ASSEMBLY enforces a zero-tolerance policy for:
* Harassment or discrimination
* Unsafe or disruptive behavior
* Fraud or misrepresentation
14. FORCE MAJEURE
COMMON ASSEMBLY shall not be liable for disruptions caused by events beyond its control, including:
* Pandemics or public health emergencies
* Government actions
* Weather or natural events
* Infrastructure failures
15. FUTURE-READY PROVISIONS
AI and Digital Content Restrictions
Vendor may not use COMMON ASSEMBLY assets for AI-generated or misleading content without approval.
Customer Data Protection
Vendor is responsible for lawful collection and use of customer data.
Chargebacks and Payment Disputes
Vendor assumes full responsibility for all transaction disputes.
Return Policy
Vendor must clearly communicate and enforce return policies.
Prohibited Products
COMMON ASSEMBLY reserves the right to restrict unsafe or inappropriate products.
16. INDEMNIFICATION
Vendor agrees to indemnify and hold harmless COMMON ASSEMBLY from all claims arising from Vendor participation.
17. GOVERNING LAW
This Agreement is governed by the laws of the State of New York.
18. ENTIRE AGREEMENT
This document constitutes the complete agreement between the parties