EventStarts Rental and Services Terms and Conditions V3 04.07.2026

R.E.C. Promo, LLC doing business as EventStarts

This page contains the complete and binding terms and conditions governing all rentals, services, labor, deliveries, installations, productions, cancellations, rescheduling, credits, and related obligations for all products and services provided by EventStarts (R.E.C. Promo, LLC). Please review carefully before approving any proposal, estimate, or invoice. By approving any proposal, submitting any payment, accepting any Equipment, or allowing any Services to commence, you irrevocably agree to be bound by every term of this Agreement in full.

Governed by the laws of the State of New York Exclusive venue: Nassau County, New York Applies to all EventStarts rentals, services, labor, installations, productions, and related products

Holiday Notice: Services rendered on certain holidays including but not limited to New Year's Eve, Fourth of July, Thanksgiving, Christmas Eve, Christmas Day, and other peak-demand dates may be charged at up to double the standard rate. Holiday pricing will be reflected on the applicable quote.

Part 1: Foundation, Order Process, and Payment 01. Definitions 02. Continuing Master Rental and Services Agreement 03. Order Confirmation and Binding Acceptance 04. Quotes, Proposals, and Quote Validity 05. Pricing, Taxes, and Discounts 06. Payment Terms and Methods 07. Credit Card Authorization and Chargeback Waiver 08. Deposits, Security Deposits, and Final Payment 09. Rush Orders and Late Additions 10. Change Orders and Scope Modifications

Part 2: Delivery, Setup, Customer Obligations, and Site Conditions 11. Delivery, Setup, and Pickup 12. Waiting Fees and Reschedule Fees 13. Venue Access, Elevators, and Loading 14. Parking and Loading Zones 15. Power, Permits, and Electrical Requirements 16. Detailed Customer-Provided Venue Requirements 17. Venue-Imposed Charges and Union Labor 18. Overnight Security and Equipment Protection 19. Travel, Lodging, and Out-of-Area Services 20. Authorized Customer Representative

Part 3: Equipment Testing, Use, Operation, and Return 21. Equipment Testing and Pre-Delivery Inspection 22. Inspection Upon Delivery and Notification of Discrepancies 23. Deemed Acceptance and AS-IS Rental 24. Equipment Operation by Customer Without Technician 25. Qualified Personnel Operation Requirement 26. Protection from Harsh Conditions and Care Standards 27. Reconfiguration, Modifications, and Equipment Labels 28. Geographic Restrictions 29. No Sublease Without Written Consent 30. Return of Equipment, Late Returns, and Per-Item Late Fees 31. Customer Materials, Personal Property, and Data Responsibility

Part 4: Media Asset Delivery and Content (Gala-Style Operational Section) 32. Media Asset Delivery Deadlines and Late Submission 33. Media Technical Specifications for Video Files 34. Media Technical Specifications for Audio Files 35. Media Technical Specifications for Presentation Files 36. Editing Fees, Change Requests, and Content Modifications 37. Customer-Provided Devices (BYOD) Specifications 38. Disclaimer of Liability for Late or Non-Conforming Media

Part 5: Labor, Crew, Production Services, and Authority 39. Labor Estimates and Actual Charges 40. Labor Call Minimums and Crew Composition 41. Overtime and Holiday Rates 42. Call Time Changes and Last-Minute Schedule Changes 43. Crew Scheduling Through Account Representative Only 44. Substitutions of Equipment and Personnel 45. Control of the Work and Safety Authority 46. Service Calls, Equipment Failure Response, and Setup Refusal

Part 6: Risk of Loss, Damage, and Equipment Recovery 47. Risk of Loss and Transfer of Risk 48. Damaged Equipment and Continuing Rental Charges 49. Lost, Stolen, Seized, and Unreturned Equipment 50. Police Report Requirements and Theft Notification 51. Replacement Cost Without Depreciation Deduction 52. Cleaning Fees and Condition Return Standards 53. Latent Damage and After-Discovered Damage Claims

Part 7: Insurance Requirements and Risk Allocation 54. Property and Inland Marine Insurance 55. Commercial General Liability Insurance 56. Automobile Liability Insurance 57. Workers Compensation and Employers Liability 58. Certificate of Insurance Requirements and Carrier Standards 59. Notice of Cancellation of Insurance 60. Waiver of Subrogation 61. Failure to Procure Insurance and Automatic Default 62. Sublease and Sub-Rental Insurance Pass-Through

Part 8: Liability Limitation, Warranty Disclaimer, and Indemnification 63. Warranty Disclaimer and AS-IS Rental 64. Limitation of Liability and Maximum Damages Cap 65. Exclusion of Consequential, Indirect, and Special Damages 66. Customer Indemnification (Five-Prong Structure) 67. Broad Scope of Indemnified Parties 68. Customer Defense Obligation and Claim Notification 69. Indemnity for Acts of Customer Guests, Attendees, and Third Parties 70. Survival of Indemnification After Termination 71. Data Loss Disclaimer 72. Customer Property and Venue Damage Waiver

Part 9: Cancellation, Rescheduling, and Credits 73. Binding Agreement and Non-Refundable Deposits 74. Standard Cancellation Policy with Tiered Liquidated Damages 75. Weather-Related Cancellations and Outdoor Events 76. Short-Notice Cancellation and Dispatch Trigger 77. Rescheduling Policy and Tiered Rescheduling Fees 78. Rescheduling Conditions, 90-Day Window, and Limitations 79. Credits Issued Under This Agreement 80. Custom Orders, Third Party Costs, and Pre-Production Costs 81. Restocking Fees on Reductions

Part 10: Default, Remedies, Repossession, and Recovery 82. Events of Default 83. Five-Part Default Remedies 84. Suspension of Performance and Remote Disable Rights 85. Self-Help Repossession and Right of Entry 86. Bankruptcy, Insolvency, and Ipso Facto Termination 87. No Offset, Counterclaim, or Chargebacks 88. Attorney Fees, Court Costs, and Collection Expenses 89. Cumulative Remedies

Part 11: Intellectual Property, Confidentiality, and Content 90. Intellectual Property Ownership by EventStarts 91. Show Files, Programming, Custom Content, and Configuration Files 92. Customer Content Ownership and Film Rights 93. Copyright Compliance and Licensing 94. Confidentiality Obligations 95. Data Erasure on Recording Equipment

Part 12: Force Majeure and Excuse of Performance 96. Force Majeure Events and Comprehensive Definition 97. Police, Venue Management, and Regulatory Shutdowns 98. Suspension of Performance During Force Majeure 99. Customer Obligations During Force Majeure 100. Force Majeure and Cancellation Interaction

Part 13: General Provisions and Boilerplate 101. Assignment by Customer Prohibited 102. Assignment by EventStarts Permitted 103. Entire Agreement and Integration 104. Conflicts with Customer Documents and Rider Priority 105. Modifications Only in Writing 106. Governing Law and Exclusive Venue 107. Jury Trial Waiver 108. Statute of Limitations Shortening 109. Notices 110. Severability 111. No Waiver by Course of Conduct 112. Headings and Interpretation 113. Counterparts and Electronic Signatures 114. Survival Clause 115. Acknowledgment and Binding Effect

This Agreement is made between R.E.C. Promo, LLC, a New York limited liability company doing business as EventStarts, with its principal place of business in Nassau County, New York ("EventStarts," "Company," "we," "us," or "our"), and the customer identified on the applicable Job Order, proposal, estimate, invoice, work order, or other order document ("Customer," "Client," "you," or "your"). This Agreement is effective as of the Order Confirmation Date defined below and covers all Equipment, Labor, and Services provided by EventStarts to Customer. This Agreement shall be binding under the laws of the State of New York.

By approving any proposal, estimate, or invoice issued by EventStarts; by submitting any payment, deposit, or credit card authorization; by accepting delivery or possession of any Equipment; by allowing any EventStarts personnel to begin Services; by any use, operation, or installation of Equipment or Services; or by any other act constituting acceptance, Customer enters into a binding agreement and accepts every term of this Agreement in full.

Prices are subject to change at any time without notice prior to Order Confirmation.

Part 1: Foundation, Order Process, and Payment

Section 01. Definitions

The following capitalized terms shall have the meanings set forth below throughout this Agreement, and such definitions shall apply equally to singular and plural forms:

"Acceptance" by EventStarts of returned Equipment shall mean and shall require all of the following: (a) Equipment has been physically delivered to EventStarts' facility during EventStarts' regular business hours; (b) Equipment has been unpacked from any shipping container; (c) Equipment has been examined for damage, missing components, and operability; (d) Equipment has been individually scanned, inventoried, and checked back into EventStarts' tracking system as returned; and (e) an authorized EventStarts employee has formally accepted the return. EventStarts' acceptance of returned Equipment shall not constitute a waiver of any claims EventStarts may have against Customer, including claims for latent or after-discovered damage or for loss not immediately apparent upon initial inspection.

"Agreement" means these Terms and Conditions together with the associated Order, Job Order, proposal, estimate, invoice, work order, order form, and any exhibits, schedules, riders, or addenda incorporated by reference, together with any written amendments executed by both parties. In the event of any inconsistency between the body of these Terms and Conditions and any exhibit, schedule, or rider, these Terms and Conditions shall control unless the inconsistency is specifically addressed in a written amendment signed by both parties.

"Confidential Information" means all non-public information obtained or disclosed in connection with this Agreement or in connection with EventStarts' business, including but not limited to: pricing; proposals; quotes; show files; programming files; control files; CAD drawings; stage plots; rigging plans; lighting plots; designs; technical specifications; manuals; documentation; business plans; marketing plans; sales information; customer lists; vendor relationships; trade secrets; equipment inventories; software; analytical techniques; and any information marked, identified, or reasonably understood to be confidential or proprietary. Confidential Information includes information disclosed orally, in writing, electronically, or by demonstration.

"Contract Price" means the total dollar amount set forth on the Job Order for Equipment, Labor, Services, Taxes, and any other charges, including any subsequent increases due to Change Orders, additions, overtime, damages, or other amounts owed under this Agreement.

"Customer" or "Client" means the legal entity or individual entering into this Agreement with EventStarts, including: the person signing or approving any proposal, estimate, or invoice on Customer's behalf; all of Customer's parent entities, subsidiaries, affiliates, successors, and assigns; and any agent, representative, or contractor authorized to act on Customer's behalf. If Customer is more than one person or entity, all such persons and entities shall be jointly and severally liable for all obligations under this Agreement.

"Default" means any event set forth in Section 82 constituting a default under this Agreement.

"Delivery" of Equipment to Customer shall be deemed to have occurred at the earliest of the following: (a) the time Equipment is set aside from EventStarts' general inventory for Customer's use; (b) the time Equipment is loaded onto transportation for delivery to Customer or to a third party at Customer's direction; (c) the time Equipment is physically delivered to the Job site or other Customer-designated location; or (d) the time Customer or Customer's agent takes physical possession of Equipment at EventStarts' facility.

"Equipment" means all rental items, products, hardware, electronics, lighting, audio equipment, video equipment, projection equipment, displays, staging, rigging, trussing, drapes, curtains, soft goods, cables, connectors, adapters, consumables, perishables, batteries, gels, gobos, and any other physical property provided by EventStarts under this Agreement, including any substitute or replacement items provided pursuant to Section 44.

"EventStarts" means R.E.C. Promo, LLC, a New York limited liability company doing business as EventStarts, together with its parent companies, subsidiaries, affiliates, successors, assigns, officers, directors, members, managers, employees, agents, representatives, contractors, and subcontractors.

"EventStarts Personnel" means EventStarts' officers, directors, members, managers, employees, agents, representatives, independent contractors, subcontractors, freelance crew, and any other personnel engaged by EventStarts to provide Equipment or Services.

"Force Majeure Event" has the meaning set forth in Section 96.

"Job" or "Job Order" means the specific event, installation, production, rental transaction, or service engagement described on the applicable proposal, estimate, invoice, work order, or order form, including the associated Job Order Number, Load In Date, Event Date, Load Out Date, and any other Job-specific details.

"Labor" or "Services" means all labor, technicians, crew, production staff, riggers, stagehands, operators, designers, programmers, engineers, audio engineers, video engineers, lighting designers, projectionists, content operators, delivery personnel, setup, operation, monitoring, breakdown, removal, transportation, consulting, planning, and related professional services provided by EventStarts.

"Load In Date" means the date Equipment is scheduled to be delivered, picked up, installed, or otherwise made available for Customer's use at the Job site or other location, as specified on the Job Order.

"Load Out Date" means the date Equipment is scheduled to be removed from the Job site, returned to EventStarts, or otherwise concluded, as specified on the Job Order.

"MSRP" means the manufacturer's suggested retail price for any item of Equipment at the time of replacement, valued at current retail prices without deduction for depreciation, age, wear and tear, or prior use.

"New York Metropolitan Area" means the five boroughs of New York City (Queens, Brooklyn, Bronx, Manhattan, and Staten Island), together with Nassau County, Suffolk County, the Hamptons (East End of Long Island), and Westchester County.

"Order Confirmation Date" means the date EventStarts confirms Job pricing, Equipment availability, and personnel availability in writing to Customer with a Job status of "CONFIRMED," generally via email with a Job attachment, order confirmation, invoice bearing that status, or other written notification.

"Rental Term" means the period beginning at Delivery as defined above and ending only upon Acceptance by EventStarts of the returned Equipment as defined above. The Rental Term continues during all transit, storage, use, idle time, and any period during which Equipment is not in EventStarts' possession and Acceptance.

"Return" of Equipment shall be deemed to have occurred only upon Acceptance by EventStarts as defined above. Equipment shall not be considered returned merely because Equipment has been delivered to EventStarts' facility, or to any other location, without formal Acceptance.

"Taxes" means all federal, state, and local sales, use, excise, property, value-added, gross receipts, and similar taxes, plus any penalties and interest, levied on or payable in connection with the Equipment, Services, or this Agreement.

Construction Rules. Throughout this Agreement: (a) the words "including," "includes," and "include" shall be construed to mean "including without limitation" and shall not be interpreted as limiting any preceding or following language; (b) the word "or" is inclusive (meaning "and/or") unless context requires otherwise; (c) headings are for convenience only and shall not affect interpretation; (d) references to dollars shall mean United States Dollars; (e) references to days shall mean calendar days unless "business days" is specified; and (f) any ambiguity shall not be construed against EventStarts merely because EventStarts drafted this Agreement.

Section 02. Continuing Master Rental and Services Agreement

This Agreement constitutes a master rental and services agreement that shall apply to any and all rental transactions, service engagements, equipment provisions, installations, and productions provided by EventStarts to Customer occurring on or after the initial Order Confirmation Date, even though the specific Equipment, duration of rental, pricing, Job location, scope of Services, or other commercial terms may vary from Job to Job. The parties acknowledge and agree that these Terms and Conditions shall continue to apply in full force and effect to all future rental, service, and equipment transactions between them without the necessity of either party executing a new agreement.

Each Job a Work Order Under This Agreement. Each new Job Order, proposal, estimate, invoice, work order, or order form shall be deemed a work order incorporated under this master Agreement and fully governed by these Terms and Conditions. In the event Customer receives any new quote, proposal, invoice, or other document from EventStarts after the initial Order Confirmation Date, such document shall be conclusively deemed to have been issued under this master Agreement and shall be subject to these Terms and Conditions in full, without the need for any further signature, acknowledgment, or action by either party.

Right to Update Terms. EventStarts reserves the absolute right to update, revise, modify, or replace these Terms and Conditions at any time and from time to time. Updated Terms and Conditions shall apply to all Job Orders confirmed on or after the effective date of the update. The then-current Terms and Conditions posted at the EventStarts website shall conclusively govern any Job Order confirmed on or after the effective date of such posting. Customer is responsible for reviewing the current Terms and Conditions at the time of each Order Confirmation. Customer's acceptance of any new Job Order shall constitute acceptance of the then-current Terms and Conditions.

No Implied Modification by Course of Dealing. No course of dealing, course of performance, trade usage, prior accommodation, or informal practice between the parties shall modify, waive, or supersede any term of this Agreement. Each Job is governed by these Terms and Conditions in full regardless of any prior practice between the parties.

Section 03. Order Confirmation and Binding Acceptance

Order Confirmation Required for Reservation. EventStarts reserves Equipment, schedules Services, and commits personnel only upon both: (a) issuance by EventStarts of written Order Confirmation to Customer designating the Job status as "CONFIRMED;" and (b) receipt by EventStarts of the required deposit. Until both conditions have been met, no reservation is made, no Equipment is allocated, no Services are committed, and all pricing and availability remain subject to change without notice. Customer acknowledges that a quote, proposal, estimate, or unsigned invoice does not constitute a reservation, commitment, or contract, and creates no obligation on the part of EventStarts.

Binding Acceptance Without Signature. By any of the following actions, Customer accepts and agrees to be bound by the entirety of this Agreement, regardless of whether Customer has signed any document: (a) signing any proposal, estimate, invoice, Job Order, work order, order form, or other document issued by EventStarts; (b) submitting any payment, deposit, or credit card authorization to EventStarts in any amount; (c) accepting delivery of any Equipment at any location, by any method, and for any duration; (d) taking possession of any Equipment at EventStarts' facility, at any Customer-designated location, or elsewhere; (e) allowing any EventStarts Personnel to begin any Services at the Job site or otherwise; (f) any use, operation, installation, deployment, or testing of Equipment or Services; (g) any written or oral confirmation of the Job, including by email, text message, instant message, phone call, or in person; (h) instructing or permitting any third party to receive Equipment or Services on Customer's behalf; or (i) any other act consistent with acceptance of the Job.

Objection Must Be in Writing Before Any Acceptance Act. If Customer objects to any term of this Agreement, Customer must reject this Agreement in writing delivered to EventStarts before any of the acceptance acts listed above occur. Upon any such written rejection, Customer must immediately return any Equipment at Customer's own expense, refrain from any use of Equipment or Services, and pay for any Equipment or Services already provided. Any use, possession, or acceptance of Equipment or Services after Customer becomes aware of these Terms and Conditions, or after delivery of any document referencing these Terms and Conditions, constitutes irrevocable and unconditional acceptance of this entire Agreement.

Authority to Bind. The individual signing, approving, paying for, accepting delivery of, or otherwise binding Customer to this Agreement represents and warrants to EventStarts that such individual has full legal authority to bind Customer in all respects. If Customer is a corporation, limited liability company, partnership, sole proprietorship, or other entity, the individual further represents that all required corporate or entity approvals have been obtained, that no further authorization is required, and that the individual has the actual and apparent authority to enter into this Agreement on Customer's behalf. EventStarts is entitled to rely on such representation without further inquiry.

Joint and Several Liability. If Customer is more than one person or entity, all such persons and entities shall be jointly and severally liable for all obligations under this Agreement. EventStarts may proceed against any one or more of them individually or collectively for the full amount owed, without first proceeding against the others.

No Third Party Beneficiaries. No person or entity other than EventStarts and Customer (and their permitted successors and assigns) shall have any rights or remedies under this Agreement, and no third party is intended to benefit from this Agreement.

Section 04. Quotes, Proposals, and Quote Validity

Quotes Are Preliminary. All quotes, proposals, and estimates issued by EventStarts are preliminary, non-binding offers subject to revision, withdrawal, and acceptance by EventStarts. Quotes do not constitute reservations and do not allocate Equipment or personnel until Order Confirmation occurs.

Quote Validity Period. All quotes are valid for seven (7) calendar days from the date issued, unless a different validity period is specifically stated in writing on the quote itself. After the validity period expires, the quote shall be deemed automatically revoked, and any reissuance shall be at EventStarts' sole discretion at then-current rates and availability.

Contingent on Availability. All quotes are contingent upon Equipment and personnel availability at the time of Order Confirmation. EventStarts reserves the right to revoke or modify any quote if Equipment or personnel become unavailable, if Job requirements change, if site conditions differ from those represented by Customer, or for any other reason prior to Order Confirmation.

Itemization for Convenience Only. Quotes are itemized for Customer's convenience only and do not constitute an offer to provide any individual line item separately from the overall Job. EventStarts reserves the right to require that the Job be accepted as a complete package, and to refuse partial acceptance of a quote.

Charges Not Quoted. Quotes do not include Taxes, shipping, travel, lodging, venue-imposed fees, overtime, holiday pricing, rush surcharges, or any other charges not expressly stated as included on the quote. Such charges may be added to the Contract Price as they accrue or are determined.

Prior Quotes Superseded. Each new quote supersedes all prior quotes for the same Job. The most recent quote issued by EventStarts shall be the operative quote.

Section 05. Pricing, Taxes, and Discounts

Pricing Basis and Right to Adjust. Prices reflect the specific Equipment, Labor, Services, dates, locations, and conditions described in the quote and Job Order, based on EventStarts' understanding of the Job at the time of the quote. Prices are subject to adjustment if: (a) actual Job requirements deviate from the original scope; (b) site conditions differ from those represented by Customer; (c) Customer requests changes, additions, or modifications; (d) Customer fails to provide required information, materials, or access; (e) Job dates or times change; (f) labor extends beyond quoted hours; (g) overtime, holiday, or weekend rates apply; (h) Equipment must be substituted; or (i) any other circumstance arises that affects EventStarts' costs or scope.

Taxes Are Customer's Responsibility. Unless Customer has provided a valid tax exemption certificate to EventStarts at the time of Order Confirmation, Customer is responsible for payment of all applicable Taxes. Customer is also responsible for all penalties and interest assessed on such Taxes by any taxing authority. Actual Taxes billed may change based on the effective tax rate on the date of invoicing, and any such change shall not affect Customer's obligation to pay the full Tax amount. Tax adjustments may be added to outstanding balances and charged to Customer's credit card on file.

Tax Exemption Documentation. Customers claiming exemption from New York State sales tax must submit a signed New York State ST-119.1 certificate of tax exemption (or equivalent valid certificate for non-NY exemptions) along with the deposit and prior to Order Confirmation. EventStarts reserves the right to verify any claimed exemption with the relevant taxing authority and to refuse exemption if documentation is incomplete, expired, or invalid. Customer remains liable for any Taxes that EventStarts is required to remit due to invalid exemption documentation.

Discounts Conditional on Payment Compliance. Any discounts offered by EventStarts (including promotional discounts, package discounts, volume discounts, long-term rental discounts, repeat customer discounts, ACH/wire/cash discounts, or any other discounts) are applicable only when all payment terms are fully met. All discounts shall be automatically void and forfeited in full if any balance due is not paid on or before the applicable due date, and EventStarts shall be entitled to invoice and collect the full non-discounted rate retroactively, plus interest from the original due date. Discounts may be revoked at EventStarts' sole discretion at any time, including on any subsequent rental.

No Discounts on Damages or Late Returns. Discounts do not apply to damaged Equipment, lost Equipment, unreturned Equipment, late returns, overtime labor, change orders, rush orders, or any other charges incurred outside the original scope of the Job. For all such charges, Customer shall pay the full non-discounted rate.

Holiday Pricing. Services rendered on holidays including but not limited to New Year's Eve, New Year's Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving, Black Friday, Christmas Eve, Christmas Day, and other peak-demand dates designated by EventStarts may be charged at up to double the standard rate. Holiday pricing will be disclosed in the applicable quote. Customer's acceptance of a quote with holiday pricing constitutes agreement to such pricing.

Standard Rates Subject to Change Without Notice. EventStarts' standard daily, weekly, and monthly rental rates are subject to change at any time without notice. Rates in effect at the time of Order Confirmation shall govern the Job. Catalog rates, website rates, and prior quoted rates do not constitute an offer and EventStarts is not obligated to honor any rate not confirmed in writing on a current Job Order.

Perishables Not Included. Quotes do not include perishables, consumables, or expendable items unless specifically itemized. Perishables include but are not limited to: gels; gobos; gaffer tape; spike tape; batteries; lamps; bulbs; fuses; paper; toner; ink; stage makeup; pyro consumables; and any other items consumed or destroyed during normal use. Perishables will be billed separately at EventStarts' standard rates.

FOB EventStarts Facility. Unless otherwise specified in writing, all rates are FOB EventStarts' facility, and Customer is responsible for all shipping, delivery, freight, fuel surcharges, broker fees, customs, duties, taxes, bonds, insurance, and any other costs incurred during transit, regardless of which party arranges the transit.

No Allowance for Unused Equipment. No allowance, refund, or credit shall be made for Equipment that is delivered to or picked up by Customer but not actually used by Customer during the Rental Term. Customer pays for the Equipment that is rented, not the Equipment that is used.

Section 06. Payment Terms and Methods

Standard Payment Policy. EventStarts' standard policy is to reserve Equipment for Customer by charging one hundred percent (100%) of the Job total to Customer's credit card on file at the time of Order Confirmation. Other payment methods, payment terms, and partial deposit arrangements are available only subject to EventStarts' written approval and at EventStarts' sole discretion. EventStarts is under no obligation to offer payment terms to any Customer and may revoke previously offered terms at any time.

Accepted Payment Methods. EventStarts accepts payment in United States Dollars only, in any of the following forms: (a) ACH (Automated Clearing House) transfer; (b) wire transfer; (c) certified check; (d) cashier's check; (e) cash; (f) personal or business check, subject to EventStarts' approval and clearance; and (g) major credit cards including Visa, MasterCard, American Express, and Discover. EventStarts is not obligated to accept any payment method and may at its sole discretion require a specific payment method for any Job.

Discount for Standard Payment Methods. A discount of up to three and one-half percent (3.5%) may be applied to the base Contract Price for payments made by ACH, wire transfer, certified check, cashier's check, or cash. Credit card and electronic check payments do not qualify for this discount and may be subject to a convenience fee in addition to the Contract Price to offset payment processing costs. Such convenience fee shall be disclosed prior to charging.

Invoices Payable Upon Receipt. Rental invoices, damage invoices, loss invoices, labor invoices, change order invoices, and all other invoices issued by EventStarts are payable immediately upon receipt unless otherwise specified in writing on the invoice itself. Invoices may be delivered by email, regular mail, or in person, and email delivery shall constitute valid and binding delivery. Customer's failure to receive an invoice due to incorrect email address, full mailbox, spam filter, server issues, or any other Customer-side issue does not excuse payment or extend the payment due date.

Net Terms and Credit Accounts. Net payment terms (including net-15, net-30, or other credit terms) are available only to Customers with an established credit account approved in writing by EventStarts. Credit applications submitted by new Customers require up to fourteen (14) calendar days for processing. EventStarts reserves the absolute right to approve, deny, modify, or revoke credit terms at any time and at its sole discretion, without notice or cause. EventStarts may adjust rental rates, payment terms, or deposit requirements without notice if Customer's credit information is incorrect, incomplete, or changes during the course of any rental, or if Customer's payment history with EventStarts deteriorates.

Final Payment Ten Days Before Load In. When EventStarts has accepted a partial deposit, the remaining balance on the Contract Price shall be due and payable no later than ten (10) calendar days prior to the Load In Date, unless a different payment schedule is specifically approved in writing by EventStarts ("Final Payment Date"). If the remaining balance is not received by EventStarts on or before the Final Payment Date, Customer shall be in immediate Default of this Agreement, and EventStarts may, at its sole discretion: (a) cancel the Job in whole or in part without further notice; (b) retain all deposits and prior payments as liquidated damages; (c) refuse to deliver Equipment or commence Services; (d) charge Customer's credit card on file for the outstanding balance plus any cancellation charges; and (e) pursue all other remedies available under this Agreement and applicable law.

Warehouse Pickup Payment Required Before Release. For Equipment picked up at EventStarts' facility, full payment of the Contract Price (less any prior deposits) must be made before any Equipment will be released to Customer. Equipment will not be released, loaded, or transferred to Customer's possession under any circumstances until payment is fully cleared.

No Money, No Unload Policy. For delivered Equipment or on-site Services, full payment of any outstanding balance is required at the time of load in, before Equipment will be unloaded from EventStarts' vehicles or before any Services will commence at the Job site. EventStarts reserves the absolute right to refuse to unload the delivery truck, remove Equipment from cases, or begin any Services until all outstanding amounts have been paid in full and confirmed received. If Customer fails to make payment at load in, EventStarts may, at its sole discretion: (a) refuse to unload and depart the Job site, with all delivery and travel charges remaining due; (b) treat the Job as cancelled with full cancellation fees applying; or (c) wait at the Job site at Customer's expense at the waiting fee rates set forth in Section 12.

Outstanding Balances Charged Without Notice. Outstanding balances at Job End Date will be charged to Customer's credit card on file without further notice or authorization. Outstanding balances may arise from, but are not limited to: extended rental time; damaged Equipment; missing, lost, or unreturned items; Labor overtime; additional Equipment added to the Job after the Start Date; change orders; cleaning charges; waiting time; service calls; rush surcharges; travel and lodging expenses; venue-imposed charges not previously quoted; Tax adjustments; per-item late fees; collection costs; and any other charges incurred under this Agreement. Customer agrees to pay all such outstanding balances promptly upon invoice without offset, deduction, or counterclaim.

Late Payment Interest. Any amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum), or the maximum rate permitted by applicable law, whichever is greater for commercial transactions, calculated on a daily basis from the due date until paid in full, compounded monthly. Interest accrual begins the day after the invoice due date without requirement for further notice or demand. Late payment interest is in addition to, and not in lieu of, all other remedies available to EventStarts.

Returned Check Fee. A fee of thirty-five dollars ($35.00) will be assessed for any check returned for any reason, including but not limited to insufficient funds, stop payment, closed account, signature mismatch, or bank refusal. Customer agrees to pay returned check fees and all bank charges incurred by EventStarts in connection with such returned checks, in addition to the original amount and any late fees and interest that have accrued.

Collection Costs and Attorney Fees. Customer agrees to pay any and all court costs, sheriff fees, reasonable attorney fees, collection agency fees, and other costs and expenses incurred by EventStarts in connection with collection of any unpaid amounts under this Agreement, whether or not a legal action is filed. Such collection costs and attorney fees shall be added to Customer's account and shall accrue late payment interest at the same rate as the original debt.

No Application to Purchase. No rental payments, labor charges, security deposits, or other payments made under this Agreement shall be credited toward or applied to the purchase price of any Equipment. This Agreement constitutes a lease only, and not a sale or the creation of any security interest in the Equipment. Customer acknowledges that no purchase option is granted by this Agreement except by a separate written purchase agreement signed by an authorized representative of EventStarts.

Section 07. Credit Card Authorization and Chargeback Waiver

Authorization to Charge Credit Card. By providing a credit card to EventStarts, by completing a credit card authorization form, by placing a credit card on file, or by authorizing payment by credit card in any manner, Customer expressly and irrevocably authorizes EventStarts to charge such credit card, immediately and on a continuing and consecutive basis, for any and all amounts owed under this Agreement, including but not limited to: deposits; security deposits; rental fees; service charges; Labor charges; Taxes; damages; lost item replacement costs; late fees; interest; waiting fees; service call fees; cleaning fees; rescheduling fees; cancellation fees; rush surcharges; restocking fees; travel and lodging expenses; venue-imposed charges; per-item late fees; attorney fees; court costs; collection costs; chargeback fees; and any other amounts incurred by Customer or charged under this Agreement.

Continuing and Consecutive Charging Authority. This authorization continues in full force and effect until all amounts owed under this Agreement are paid in full, even if the authorized credit card expires, is cancelled, is replaced, or is updated during or after the Rental Term. EventStarts is authorized to make multiple successive charges on Customer's credit card if a single charge is declined, rejected, partially approved, or otherwise unsuccessful. EventStarts may break charges into smaller increments and charge consecutively until the full amount owed is collected. This right includes the right to charge any replacement or alternate cards provided by Customer, including cards provided after the original authorization, and any credit cards that are linked to or replace the originally authorized card.

Customer Liability Survives Credit Card Failure. In the event any credit card charge fails for any reason whatsoever, including but not limited to insufficient credit, account closure, expiration, cancellation, chargeback, dispute, decline, fraud hold, card company refusal to honor the charge, or any other cause, Customer shall remain absolutely, unconditionally, and personally liable for the full amount of all claims against Customer under this Agreement. Credit card failure shall not relieve Customer of any obligation under this Agreement and shall not constitute a defense to any claim by EventStarts.

Chargeback Waiver and Dispute Mechanism. Customer hereby expressly, irrevocably, and unconditionally waives any and all rights to dispute, chargeback, or otherwise challenge any credit card charge made by EventStarts under this Agreement through the credit card issuing bank, card network, payment processor, or any other dispute resolution process external to direct resolution with EventStarts. Customer agrees that all disputes regarding charges made by EventStarts shall be resolved exclusively through direct communication with EventStarts in accordance with this Agreement and applicable law, and shall not be processed through credit card chargeback mechanisms, automated dispute systems, or third-party intervention.

Chargeback as Material Breach. Customer agrees that any chargeback, payment dispute, or credit card challenge initiated by Customer in violation of this Section 07 shall constitute a material breach of this Agreement and shall entitle EventStarts to: (a) immediately recover the disputed amount; (b) recover any chargeback fee imposed by the payment processor or card network; (c) recover all costs and reasonable attorney fees incurred in defending the chargeback or pursuing collection; (d) terminate this Agreement and all current and future Job Orders without notice; (e) refuse all future business with Customer; (f) report the breach to commercial credit reporting agencies; and (g) pursue all other remedies available under this Agreement and applicable law.

Commercial Transaction Acknowledgment. Customer acknowledges and agrees that this Agreement is a commercial business-to-business transaction and that the chargeback waiver set forth above is enforceable under applicable law for commercial transactions. Customer further acknowledges that Customer has had the opportunity to review this provision and to seek legal counsel before agreeing to it. Nothing in this Section 07 is intended to waive any rights of an individual consumer that cannot be waived under applicable consumer protection law, and any such non-waivable rights are expressly preserved to the minimum extent required by law.

Credit Card Information Storage. EventStarts may retain Customer's credit card information securely on file using PCI-compliant payment processing systems for the duration of the Rental Term, for collection of any outstanding amounts, and for a reasonable period thereafter for billing, reconciliation, and dispute resolution purposes. Customer warrants that Customer is the authorized cardholder or has authorization from the cardholder to provide such credit card to EventStarts, and that all information provided is accurate and current. If Customer's credit card information changes (including expiration date, billing address, or card number), Customer must notify EventStarts immediately and provide updated information. Customer's failure to provide updated credit card information does not excuse Customer from any payment obligation.

Authorization Survives Termination. This credit card authorization shall survive any termination, cancellation, or expiration of this Agreement and shall remain in effect until all amounts owed to EventStarts have been paid in full.

Section 08. Deposits, Security Deposits, and Final Payment

Standard Deposit Requirement. EventStarts requires a non-refundable deposit to confirm any Job Order. The standard deposit is fifty percent (50%) of the total Contract Price, payable in cleared funds at the time of Order Confirmation. The remaining balance is payable no later than the Final Payment Date as defined in Section 06.

EventStarts Reservation of Right to Higher Deposit. EventStarts reserves the absolute right, at its sole discretion, to require a deposit of up to one hundred percent (100%) of the Contract Price for any Job, including but not limited to the following circumstances: (a) new Customers without an established credit history with EventStarts; (b) Jobs scheduled on peak dates including but not limited to holidays, New Year's Eve, Fourth of July, and weekend dates during peak season; (c) Jobs with a Contract Price exceeding any threshold determined by EventStarts; (d) Jobs involving custom fabrication, specialty items, or third-party sourced Equipment; (e) Jobs with tight lead times or rush orders; (f) Customers with prior payment issues, late payments, chargebacks, or other adverse history; (g) Jobs at venues or locations with elevated risk factors; (h) Jobs involving Equipment with high replacement value; (i) Customers operating in industries with elevated default risk; or (j) any other circumstance in which EventStarts deems a higher deposit appropriate.

Deposits Are Non-Refundable. All deposits are non-refundable except as explicitly provided in Section 74 (Standard Cancellation Policy) or Section 77 (Rescheduling Policy). No deposit shall be refunded for any reason in the event of: Customer cancellation; Customer breach of any term of this Agreement; Customer's failure to provide required information, materials, or documentation; Customer's failure to meet venue, site, power, access, or other Job requirements; Customer's failure to obtain insurance; Customer's failure to make timely final payment; venue cancellation by venue management; or Customer's failure to fulfill any obligation under this Agreement.

Failure to Make Final Payment. If Customer fails to pay the remaining balance on or before the Final Payment Date as set forth in Section 06, Customer shall be in immediate Default. EventStarts may, at its sole discretion: (a) cancel the Job in whole or in part without further notice; (b) retain all deposits and prior payments as liquidated damages and not as a penalty; (c) refuse to deliver Equipment or commence Services; (d) charge Customer's credit card on file for the outstanding balance plus any applicable cancellation charges, late fees, and interest; (e) treat the failure as a cancellation governed by Section 74; or (f) pursue all other remedies under this Agreement and applicable law.

Security Deposits. In addition to standard rental deposits, EventStarts may require a security deposit against loss, damage, cleaning, late return, or nonpayment for any Job at its sole discretion. Security deposits are separate from and in addition to rental deposits, and may be required for high-value Equipment, installations, multi-day events, new Customers, or whenever EventStarts deems appropriate. The amount of the security deposit shall be determined by EventStarts at its sole discretion based on the Equipment value and risk factors.

Security Deposit Return. Security deposits will be returned (without interest) within three (3) business days after final inspection of returned Equipment, confirmation that all Equipment has been returned in good working order, and confirmation that all amounts owed under this Agreement have been paid in full. Security deposits will be reduced or retained in whole or in part to compensate EventStarts for any damages, losses, missing items, cleaning charges, late return charges, or other amounts owed by Customer. Credit card security deposit refunds may take seven (7) to ten (10) business days to post to Customer's account, and EventStarts is not responsible for delays in posting caused by Customer's bank or card issuer.

Credit Card Security Deposits Are Final. A security deposit charged to a credit card is final and non-disputable upon charging. Customer and any cardholder expressly waive all rights to dispute such security deposit charges with the credit card issuer, payment network, or processor, and agree to resolve any disputes directly with EventStarts in accordance with this Agreement. If the credit card company fails to honor EventStarts' charges for any reason, or if the available credit is insufficient to cover the claims of EventStarts under this Agreement, Customer shall remain absolutely and personally liable for the full amount.

Security Deposit Acceptance Not a Waiver. EventStarts' election to require, accept, or hold a security deposit, or to accept a security deposit in lieu of a Certificate of Insurance, additional payment, or any other obligation, does not constitute a waiver or limitation of any of EventStarts' rights or any of Customer's obligations under this Agreement. The security deposit is in addition to, and not in lieu of, Customer's full liability under this Agreement.

Section 09. Rush Orders and Late Additions

Rush Surcharge Trigger. Any Order Confirmation occurring less than forty-eight (48) hours prior to the scheduled Load In Date, and any additions, substitutions, modifications, upgrades, or changes made to an existing Job Order within forty-eight (48) hours of Load In, shall be subject to a rush surcharge as set forth in this Section.

Rush Surcharge Amount. The rush surcharge is twenty percent (20%) of the affected charges, calculated as follows: (a) for initial Orders confirmed within the rush window, the surcharge applies to the entire Contract Price including Equipment, Labor, trucking, and other charges; (b) for additions or modifications to an existing Order, the surcharge applies to the value of the additions or modifications including any related Labor.

EventStarts Discretion to Decline Rush Orders. EventStarts reserves the absolute right to decline any rush order at its sole discretion if Equipment or personnel are not available, if logistics are infeasible, if site conditions are uncertain, or for any other reason. The ability of EventStarts to accept a rush order does not constitute a waiver of the surcharge, and acceptance does not create an obligation to accept future rush orders from the same Customer.

Rush Acceptance Not a Reduction of Customer Obligations. Acceptance of a rush order does not reduce, waive, or modify any of Customer's obligations under this Agreement regarding payment, insurance, venue preparation, materials delivery, content delivery, deposit requirements, or any other matter.

Rush Plus Restocking on Reductions. If Customer reduces the scope of an existing Order within forty-eight (48) hours of Load In, Customer shall be subject to: (a) the twenty percent (20%) rush surcharge on any other changes; PLUS (b) a twenty percent (20%) restocking fee on the value of the reduction; PLUS (c) any cancellation charges applicable under Section 74. Reductions exceeding fifty percent (50%) of the original Contract Price within the rush window may be treated as a full cancellation at EventStarts' sole discretion.

Section 10. Change Orders and Scope Modifications

Written Change Orders Required. Any changes, modifications, additions, reductions, or substitutions to the scope of Equipment, Labor, Services, dates, times, locations, or other material terms of a confirmed Job Order ("Change Orders") must be made in writing and agreed to by an authorized representative of both Customer and EventStarts in order to be binding. Oral changes, informal discussions, text messages without written confirmation, voicemails, hand gestures, and unilateral requests are not binding and shall not modify the Job Order. EventStarts may, at its discretion, treat any such informal communication as a request for a Change Order, but no change shall take effect until written confirmation is issued and accepted by both parties.

Authorized Representatives. For purposes of Change Orders, "authorized representative" means: for EventStarts, any employee specifically designated by EventStarts as having authority to approve Change Orders; and for Customer, the individual who originally signed or accepted the Job Order, or any other individual specifically designated in writing by Customer to EventStarts as having authority to bind Customer. Change Orders signed or accepted by unauthorized individuals are not binding.

Contract Price Adjustment. The Contract Price shall be adjusted to reflect all approved Change Orders. If Change Orders increase the scope of the Job, additional charges will be billed at EventStarts' standard rates in effect on the Change Order date, plus any applicable rush surcharge under Section 09. If Change Orders reduce the scope of the Job, EventStarts reserves the right to apply restocking, rush, and cancellation charges as set forth in this Agreement.

No Obligation to Accept Change Orders. EventStarts is not obligated to accept any Change Order. Changes that EventStarts determines would require substitute Equipment, additional personnel, scheduling adjustments, vendor sourcing, or other accommodations may be accepted or declined at EventStarts' sole discretion. EventStarts may condition acceptance of Change Orders on additional payment, additional deposits, scope adjustments, or other terms.

Substantial Reductions Treated as Cancellation. Reductions exceeding fifty percent (50%) of the original Contract Price may be treated by EventStarts, at its sole discretion, as a full cancellation governed by Section 74. This prevents Customers from circumventing cancellation charges by retaining only a token portion of the Job. The intent of this provision is to ensure that Customers who substantially reduce their Job scope bear the full cost of the cancellation that has effectively occurred.

Site-Driven Change Orders. If site conditions, venue requirements, power availability, access restrictions, weather, permit issues, or other factors discovered during load in or installation require changes to the Job, EventStarts shall notify Customer, and any necessary changes shall be implemented as Change Orders at Customer's expense, regardless of fault. Customer's failure to disclose site conditions or provide accurate information shall not be grounds for refusing payment of resulting Change Order charges.

Part 2: Delivery, Setup, Customer Obligations, and Site Conditions

Section 11. Delivery, Setup, and Pickup

Delivery Window Availability. If delivery is included in the Job, Customer agrees to be available, present, and ready to receive delivery during the entire Delivery and Setup Time window specified on the Job Order. Customer must designate an authorized representative to be physically present at the delivery location to: (a) receive Equipment; (b) confirm Equipment matches the Job Order; (c) sign delivery confirmation; (d) provide access; and (e) make decisions regarding setup placement and configuration. The same applies to pickup at Load Out.

Redelivery and Re-Pickup Charges. Redelivery or re-pickup due to Customer not being present, not being ready, providing incorrect address information, denying access, or any other Customer-caused delivery failure shall be subject to additional delivery charges equal to the original delivery cost plus a twenty-five percent (25%) administrative surcharge, plus any waiting time fees that have accrued.

EventStarts Acts as Customer Agent for Delivery to Third Parties. When Customer instructs EventStarts to deliver Equipment to a third party (such as a venue, event planner, contractor, or other party), EventStarts acts solely as Customer's agent in such delivery. Customer remains fully responsible for the Equipment from the moment of Delivery, regardless of who physically receives it, and Customer assumes all risk of any third-party acceptance, refusal, miscommunication, or damage.

Risk of Loss Passes on Delivery. Risk of loss, theft, damage, and destruction passes from EventStarts to Customer upon Delivery and remains with Customer until Acceptance by EventStarts of the returned Equipment, regardless of cause and regardless of fault. This is set forth in greater detail in Section 47.

Rent Accrues During Transit. Rent accrues for all time Equipment is out of EventStarts' direct possession and control, including time spent in transit (whether outbound or return), time at the Job site, time in storage, time waiting for use, and any idle time. The Rental Term begins at Delivery and continues through Acceptance, without interruption for periods when Equipment is not in active use.

Round Trip Trucking. Quoted trucking charges include one (1) round trip consisting of one delivery and one pickup. Additional truck trips, return trips, off-hours freight loading, weekend deliveries, holiday deliveries, or any deliveries outside the originally scheduled times shall be billed as they occur at EventStarts' standard rates. Marshalling charges, driver detention charges, fuel surcharges, and tolls may apply.

Customer's Carrier Risk. If Customer arranges its own shipper, courier, or transport service, Customer remains fully responsible for risk of loss during transit. EventStarts is not responsible for any delay, damage, or loss occurring after Equipment is tendered to Customer's carrier. EventStarts will not accept collect shipments from Customer or any third party.

Section 12. Waiting Fees and Reschedule Fees

Waiting Fee Trigger. If EventStarts personnel arrive at the scheduled delivery, pickup, or Service location at the scheduled time, and Customer is not present, not ready to receive or return Equipment, has not provided access, or otherwise causes delay, Customer shall be charged a waiting fee.

Waiting Fee Rate. The waiting fee is seventy-five dollars ($75.00) per thirty (30) minutes per crew member, calculated from the scheduled arrival time until Customer is ready or until EventStarts departs. Partial half-hour periods are billed as full half-hours. Waiting fees apply to all crew members on site, including drivers, technicians, riggers, and supervisors.

Maximum Wait Time. EventStarts will wait at the Job site for a maximum of two (2) hours past the scheduled time, after which EventStarts may, at its sole discretion: (a) depart the Job site with all delivery and waiting charges remaining due; (b) treat the Job as cancelled with full cancellation fees applying; or (c) reschedule the delivery for a later time at additional cost.

Rescheduling Fee Alternative. As an alternative to incurring waiting fees, Customer may reschedule the delivery, pickup, or Service for a later date or time, subject to Equipment and personnel availability and a rescheduling fee of one hundred dollars ($100.00) per occurrence, plus any additional travel costs incurred.

Setup Refusal Conversion. If Customer refuses to allow an EventStarts technician to set up Equipment at delivery time and subsequently requires an EventStarts technician to return for setup, the return visit shall be considered a Service Call as set forth in Section 46 and shall be billed at EventStarts' standard Service Call rates plus travel time.

Section 13. Venue Access, Elevators, and Loading

Safe and Open Access. Customer is responsible for providing safe, open, unobstructed, and continuous access to the Job location for delivery, setup, operation, breakdown, and removal of Equipment. Access must include: (a) clear, navigable routes from the loading area to the production area; (b) adequate clearance for Equipment dimensions; (c) functional and operational doors, hallways, and elevators along the route; (d) appropriate floor protection where required; (e) unobstructed setup areas; and (f) any necessary permissions, keys, badges, or escorts for venue access.

Elevator Requirement. Most EventStarts Equipment is heavy and requires mechanical lifting. If the Job location does not have a functioning freight elevator capable of accommodating EventStarts Equipment, EventStarts must be informed in writing in advance of the Job, and additional charges may apply for stair carries, long carries, manual lifting, specialized lifting equipment, additional crew, or alternative routing. Failure to disclose the absence of an elevator or other access limitations is a material breach of this Agreement and shall not relieve Customer of liability for any resulting additional charges, delays, or damages.

Stair and Long Carry Charges. If Equipment must be carried up or down stairs, or carried more than fifty (50) feet from the loading area to the production area, additional labor charges shall apply at EventStarts' standard hourly rates plus any equipment rental for dollies, ramps, lifts, or other accommodations.

Customer Responsible for Damage from Inadequate Access. Customer is solely responsible for any damage to Equipment, the venue, or third-party property arising from inadequate access, undisclosed obstacles, narrow passages, low ceilings, weak floors, or other access limitations not disclosed to EventStarts in advance.

Section 14. Parking and Loading Zones

Parking Customer's Responsibility. Customer is responsible for providing adequate, legal, and accessible parking for all EventStarts vehicles, including but not limited to delivery trucks, vans, equipment trucks, and crew vehicles, for the entire duration of load in, event, and load out. Parking must include appropriate dimensions for vehicle size, sufficient height clearance, and reasonable proximity to the loading area.

Loading Zones. Customer shall provide a designated loading zone with appropriate dimensions, signage, and authorization for use by EventStarts vehicles during load in and load out. The loading zone must be unobstructed, free of vehicles or other obstacles, and available for the duration required for loading and unloading.

Parking Tickets and Towing Not EventStarts Responsibility. EventStarts is not responsible for and will not absorb any parking tickets, traffic violations, towing fees, booting fees, or similar charges incurred when proper loading zones, parking, or permits are not provided by Customer. All such charges shall be billed to Customer and added to the Contract Price.

Permits for Curbside Loading. Where curbside loading requires a permit (such as in New York City), Customer is responsible for obtaining such permits at Customer's expense. EventStarts is not obligated to provide loading services in locations where required permits have not been obtained.

Section 15. Power, Permits, and Electrical Requirements

Customer Provides Power. Customer is responsible for providing all electrical power required to operate the Equipment at the Job location, meeting the specifications provided by EventStarts in advance. Power must be: (a) adequate amperage and voltage for the Equipment; (b) properly grounded and protected; (c) reliable and continuous throughout the Rental Term; (d) accessible from the production area; and (e) compliant with all applicable codes.

Power Distribution. If Customer cannot provide adequate power directly to the production area, Customer must request EventStarts to provide power distribution Equipment at additional cost. EventStarts is not obligated to provide power distribution unless specifically included in the Job Order.

Power Failure Not EventStarts Liability. EventStarts is not liable for failure, interruption, fluctuation, surge, brown-out, or inadequacy of power supplied by Customer, the venue, or any third-party utility provider. Any damage to Equipment, delay, or Service interruption resulting from power issues is at Customer's risk and expense.

Certified Electrician Required for Tie-Ins. When electrical tie-ins to the venue's main electrical system are required, Customer is responsible for providing a certified electrician (licensed in the jurisdiction where the Job is located) to make and break the connections. EventStarts personnel are not authorized to make electrical tie-ins to building systems and shall not do so. Any delay or additional cost arising from Customer's failure to provide a certified electrician is at Customer's expense.

Permits. Customer is solely responsible for obtaining and maintaining all necessary permits, licenses, easements, rights of way, consents, waivers, and authorizations required for the installation, use, operation, and removal of Equipment at the Job location. This includes but is not limited to: electrical permits; rigging permits; structural permits; pyrotechnic permits; fire department permits; building department permits; assembly permits; noise permits; outdoor event permits; street closure permits; and any other permits required by federal, state, or local authorities. Customer shall provide proof of permits to EventStarts upon request. EventStarts is not obligated to provide Services without required permits and may cease Services at any time if permits are not in place.

Permit Failures. Any delay, denial, revocation, or failure to obtain required permits shall be at Customer's sole cost and risk. Customer remains liable for all charges under this Agreement regardless of permit status.

Section 16. Detailed Customer-Provided Venue Requirements

Customer shall provide, at no additional cost to EventStarts, all of the following to the extent applicable to the Job:

(a) Site Access. Direct, unobstructed truck access to the loading entrance, with clear and continuous loading routes to and from the production area during load in and load out, including adequate dimensions for vehicle and Equipment size, removal of obstacles, and any escorts or badges required by venue security.

(b) Parking. Adequate, legal parking for all EventStarts vehicles for the entire duration of load in, event, and load out, including loading zones, oversize vehicle accommodations, and any required permits.

(c) Electrical Service. Adequate electrical service meeting the specifications provided by EventStarts in advance, with sufficient amperage, proper voltage, grounding, and protection.

(d) Certified Electrician. A licensed and certified electrician onsite to make and break electrical tie-in connections when required.

(e) Production Control Area. A clear, secure, and adequately sized area for production control, equipment staging, mixing console placement, video switching, lighting control, and crew operations.

(f) Restroom Facilities. Onsite restroom facilities reasonably accessible to EventStarts crew throughout the duration of load in, event, and load out.

(g) Work Light. Adequate and appropriate work lighting in the production area, loading area, and routes during load in, load out, and after-hours work.

(h) Permits and Licenses. All local permits, licenses, government fees, and regulatory authorizations required for the installation, operation, and removal of Equipment at the Job location.

(i) Overnight Security. Where Equipment will remain on-site overnight or unattended, secure overnight storage, locked rooms, security personnel, or other reasonable protection measures as set forth in Section 18.

(j) Crew Meals and Hotels. When specified in the quote or required by Job duration, meals and hotel accommodations for EventStarts crew. If meals are not provided, EventStarts may purchase meals and add such costs to the final invoice.

(k) Tech Riders and Plans. All artist tech riders, stage plots, room plans, site plans, lighting plots, audio specifications, video specifications, show schedules, run-of-show documents, and event timelines must be delivered to EventStarts at least five (5) business days prior to the Load In Date for review, planning, and confirmation of feasibility.

(l) Customer Media. All Customer-supplied media, content, presentations, video files, audio files, image files, logos, and graphics must be delivered to EventStarts at least five (5) business days prior to the Load In Date for testing, format verification, and compatibility confirmation. Late delivery is governed by Part 4 of this Agreement.

(m) Additional Labor. Professional, qualified, sober, and reliable additional labor (including but not limited to certified riggers, certified stagehands, certified forklift operators, certified electricians, production assistants, runners, and security personnel) when such labor is not provided by EventStarts and is required by the Job, the venue, or applicable union contracts.

(n) Authorized Representative. An authorized Customer representative physically present onsite at the time of load in and continuously throughout the event, with full authority to make decisions and approve changes on behalf of Customer.

Site Conditions and Correction. If EventStarts discovers upon arrival or during Services that any of the foregoing requirements are not met, or that site conditions or access issues impede installation, setup, operation, or removal of Equipment, EventStarts shall notify Customer, and Customer shall take immediate action to correct such deficiencies at Customer's sole expense. Customer's failure to promptly correct site conditions constitutes a material breach and Default of this Agreement, and EventStarts may, at its sole discretion: (a) cease performance and depart the Job site with all charges remaining due; (b) wait at Customer's expense at the waiting fee rates set forth in Section 12; (c) make corrections itself and bill Customer at standard rates plus a twenty-five percent (25%) markup; or (d) treat the Job as cancelled.

Section 17. Venue-Imposed Charges and Union Labor

Venue Charges Are Customer's Responsibility. EventStarts is not responsible for, will not absorb, and does not include in any quote any charges, fees, surcharges, or costs imposed by the venue or third parties associated with the venue. All such charges are Customer's sole responsibility and shall be billed to or paid directly by Customer. Such charges include but are not limited to: (a) electrical service charges; (b) union labor fees; (c) rigging inspection fees; (d) insurance review fees; (e) freight elevator fees; (f) loading dock fees; (g) marshalling fees; (h) security deposits to the venue; (i) cleaning fees; (j) overtime venue charges; (k) holding fees; (l) holdover charges; (m) ASCAP, BMI, or SESAC music licensing fees; (n) sales tax collected by the venue; (o) any "house" surcharges; and (p) any other charges or assessments imposed by the venue or any party other than EventStarts.

Union Labor and IATSE. Many venues require the use of unionized labor (such as IATSE) for certain Services or activities. Where applicable: (a) IATSE collective bargaining agreements or other union contracts in force at the venue may supersede specific provisions of this Agreement regarding labor scheduling, overtime rates, double time triggers, meal breaks, crew composition, and minimum call lengths; (b) Customer is responsible for all union labor charges; (c) EventStarts will coordinate with union locals where required but will not absorb union charges; and (d) final labor billing will reflect the applicable union contract requirements regardless of EventStarts' standard rates.

Customer's Knowledge of Venue Requirements. Customer represents that Customer has reviewed and understands all venue requirements applicable to the Job, including but not limited to insurance requirements, labor requirements, load in restrictions, noise restrictions, and capacity limits. Customer agrees that EventStarts has no obligation to investigate, confirm, or comply with venue requirements not specifically disclosed by Customer in writing.

Section 18. Overnight Security and Equipment Protection

Customer Provides Overnight Security. Where Equipment will remain on-site at the Job location overnight, between event days, during rehearsal periods, during multi-day events, or at any time when EventStarts personnel are not present, Customer is required, at Customer's sole cost and expense, to obtain and maintain proper security to protect all Equipment from loss, theft, damage, vandalism, or unauthorized use through the entire Load Out Date. Security may take the form of: (a) locked and secured rooms or areas; (b) onsite security guards; (c) venue-provided security; (d) alarm systems; or (e) other reasonable protection measures appropriate to the Equipment value and venue.

EventStarts Right to Hire Security at Customer's Expense. If Customer fails to provide proper overnight security, or if EventStarts determines in its sole discretion that the security provided is inadequate, EventStarts shall have the option (but not the obligation) to hire its own security personnel at Customer's sole cost and expense. Such security charges shall be added to the Contract Price and charged to Customer's credit card on file.

Customer Bears All Risk During Unattended Periods. Customer hereby assumes and shall bear the entire risk of loss, theft, damage, vandalism, or destruction of Equipment from any and every cause whatsoever during any period when Equipment is at the Job site and EventStarts personnel are not present, except for damage directly and solely caused by EventStarts' employees during the period of EventStarts' actual presence and active control.

Section 19. Travel, Lodging, and Out-of-Area Services

Out-of-Area Travel Charges. For Jobs requiring travel outside the New York Metropolitan Area, Customer is responsible for all travel and lodging expenses for EventStarts crew unless explicitly included as a line item in the quote. Travel expenses include but are not limited to: airfare; train fare; rental cars; fuel; parking; tolls; per diem; meals; and any other reasonable travel costs.

Lodging Standards. Where overnight travel is required, Customer may, at Customer's option, supply single occupancy hotel rooms for each EventStarts supervisor and crew member. Rooms supplied by Customer must be: (a) located within reasonable proximity to the Job site; (b) at least three-star quality; (c) clean, safe, and secure; (d) include private bathroom; and (e) comply with reasonable industry standards.

EventStarts-Arranged Travel at Cost Plus Fifteen Percent. If Customer elects not to provide travel arrangements directly, EventStarts will arrange travel and lodging on Customer's behalf, and Customer shall pay the actual cost of such arrangements plus a fifteen percent (15%) administrative markup. EventStarts-arranged travel charges shall be added to the Contract Price.

Per Diem. When applicable, EventStarts may charge a per diem rate for crew meals during out-of-area Jobs in accordance with industry standards. Per diem rates will be disclosed in the quote.

Travel Time as Billable Time. Travel time to and from out-of-area Jobs may be billable Labor at EventStarts' standard rates, depending on the distance and Job structure. Travel time billing will be disclosed in the quote.

Section 20. Authorized Customer Representative

Required Onsite Presence. Customer shall designate and provide an authorized representative who shall be physically present at the Job site at the time of load in and continuously throughout the event, including during setup, rehearsal, performance, and load out. The authorized representative must have full authority to: (a) make decisions on Customer's behalf; (b) approve changes, additions, or modifications to the Job; (c) approve overtime; (d) approve emergency expenditures; (e) sign Change Orders and additional charge confirmations; (f) authorize EventStarts to proceed with discretionary activities; (g) accept delivery and confirm Equipment matches the Job Order; and (h) sign final paperwork including damage notices and overage charges.

Failure to Provide Representative. If Customer fails to provide an authorized representative onsite, or if the representative provided does not have authority to make decisions, EventStarts may, at its sole discretion: (a) cease Services until an authorized representative is present, with waiting fees applying; (b) proceed with the Job using EventStarts' best judgment, with all resulting decisions binding on Customer; (c) refuse to deliver Equipment or commence Services; or (d) treat the Customer's absence as a material breach.

Decisions Binding on Customer. All decisions, approvals, and authorizations made by Customer's authorized representative shall be fully binding on Customer, and Customer shall not later dispute or challenge any such decisions, even if the representative exceeded actual authority.

Event Planner Acting as Representative. If Customer engages an event planner, production coordinator, or other agent to assist in planning or executing the Job, Customer shall: (a) identify such planner or agent in writing to EventStarts in advance; and (b) be fully bound by any directions, decisions, approvals, or instructions communicated by such planner or agent to EventStarts. EventStarts is entitled to rely on instructions from any identified planner or agent without further verification, and Customer shall not later challenge such instructions.

Part 3: Equipment Testing, Use, Operation, and Return

Section 21. Equipment Testing and Pre-Delivery Inspection

EventStarts Pre-Delivery Testing. All Equipment is tested by EventStarts before leaving EventStarts' facility to ensure proper operation in accordance with manufacturer specifications. EventStarts represents that Equipment will leave its custody in good working order. Customer acknowledges and agrees that, except as expressly provided in this Agreement and as required by applicable law, Equipment is otherwise rented without warranty or guarantee of any kind, express or implied, and EventStarts assumes no responsibility for Equipment performance unless agreed in writing.

Customer Right to Test Before Use. Customer shall always have the opportunity to test and examine the Equipment to determine that it is in good working order. Customer may test the Equipment at the EventStarts facility, on location, or at any other reasonable place prior to use. Failure of Customer to test the Equipment when given the opportunity shall not relieve Customer of any obligations under this Agreement and shall not constitute a defense to any claim by EventStarts.

Acknowledgment of Electronic Equipment Risk. Customer acknowledges and agrees that electronic Equipment may from time to time experience breakdown, malfunction, or unexpected failure during use, even when properly tested before delivery. Customer agrees that the consequences of such breakdown, malfunction, or failure may be disproportionate to the rental charges paid, and Customer accepts this risk as part of the rental.

Section 22. Inspection Upon Delivery and Notification of Discrepancies

Immediate Inspection Required. Customer shall promptly and thoroughly inspect all Equipment immediately upon Delivery, whether at EventStarts' facility, at the Job site, or at any other location, and before any use. Inspection shall include verification that: (a) all Equipment listed on the Job Order has been delivered in the correct quantity; (b) Equipment matches the descriptions on the Job Order; (c) Equipment is in good working order and free from visible damage; (d) all components, cables, accessories, and consumables are present; (e) Equipment is properly configured and functional; and (f) no items are missing or damaged.

Immediate Notification of Discrepancies. Customer shall notify EventStarts immediately, by phone to the technical support number provided on the Job Order, of any: (a) defective or inoperable Equipment; (b) damage occurring during shipping or delivery; (c) missing items from the order; (d) discrepancies between Equipment delivered and the Job Order; or (e) any other concerns regarding Equipment condition or operability. Such notification must be made within two (2) hours of Delivery, and in no event later than the start of any use of the Equipment.

Failure to Notify Constitutes Acceptance. Failure of Customer to inspect Equipment upon Delivery or to notify EventStarts of any discrepancy or defect within the time required constitutes Customer's irrevocable acknowledgment that: (a) Equipment was received in good working order; (b) Equipment is complete and matches the Job Order; (c) Equipment is acceptable to Customer; and (d) Customer waives any claim for repair, replacement, credit, or refund related to such issues. After the inspection period, Customer is responsible for all repair or replacement costs for any damaged items, regardless of whether the damage existed prior to Delivery.

Damage During Customer Testing. Customer is responsible for any damage Customer causes to Equipment, property, or persons during testing or inspection, whether at EventStarts' facility, at the Job site, or elsewhere. Once Customer has begun testing, Customer assumes the risk of damage from that point forward.

Section 23. Deemed Acceptance and AS-IS Rental

Deemed Acceptance After Inspection Period. After the inspection period set forth in Section 22, Customer shall be conclusively deemed to have accepted the Equipment in good working order, complete, and in accordance with the Job Order, and Customer shall be conclusively deemed to acknowledge that the Equipment is fit for Customer's intended purpose.

AS-IS Rental. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL EQUIPMENT IS RENTED ON AN "AS-IS" AND "WHERE-IS" BASIS, WITHOUT ANY WARRANTY OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED. EVENTSTARTS HEREBY EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, AND ANY WARRANTY OF NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT CUSTOMER SELECTED THE EQUIPMENT AS BEING SUITABLE FOR CUSTOMER'S NEEDS AND HAS NOT RELIED ON ANY REPRESENTATION BY EVENTSTARTS REGARDING SUITABILITY OR FITNESS.

Customer Selection. Customer specifically acknowledges that the Equipment was selected by Customer based on Customer's own determination of what is suitable for Customer's needs, and that Customer has not been induced to enter into this Agreement by any prior representation, recommendation, or assurance from EventStarts (whether innocently or negligently made) other than as specifically contained in this Agreement. EventStarts makes no representation as to whether any specific Equipment is suitable for any specific use, venue, or production.

Section 24. Equipment Operation by Customer Without Technician

No EventStarts Liability for Customer Operation. If Customer elects to set up, operate, or use Equipment without an EventStarts technician on-site, EventStarts shall not be responsible for any fault, failure, malfunction, suboptimal performance, damage, injury, or loss arising from such Customer operation. By electing to operate without an EventStarts technician, Customer assumes full responsibility for: (a) proper setup; (b) correct configuration; (c) safe operation; (d) compliance with manufacturer instructions; (e) protection of Equipment from damage; (f) protection of persons from injury; and (g) all consequences of operation.

Operational Instructions. Customer agrees to be available at the time of pickup or delivery to receive operational instructions from EventStarts personnel, and to take possession of Equipment only upon Customer's full understanding of Equipment operation. Customer shall not take possession of Equipment Customer does not understand how to operate.

Outdoor Use. Customer must inform EventStarts in advance whenever Equipment will be used outdoors, in tents, on rooftops, on barges, or in any non-standard environment, and must follow all specific instructions provided by EventStarts regarding weather protection, grounding, securing, dust protection, moisture protection, temperature management, and safety. Failure to disclose outdoor or non-standard use constitutes a material breach of this Agreement.

Improper Operation Charges. Labor fees for dispatching a technical support representative may apply if Equipment is found to be reconfigured, improperly connected, or operated in a manner inconsistent with provided documentation or instructions. Such service call charges are set forth in Section 46.

Section 25. Qualified Personnel Operation Requirement

Use Only by Qualified Personnel. The Equipment shall be operated only by Customer's duly qualified and trained employees, agents, contractors, or volunteers, and only in accordance with the manufacturer's instructions and the specific use contemplated in the Job Order. Customer represents that any person operating the Equipment under Customer's direction is qualified to do so.

No Use in Violation of Law. Customer shall keep the Equipment in sole custody and shall not permit the Equipment to be used in violation of any federal, state, or local law, regulation, ordinance, or industry standard. Customer shall comply with all applicable safety standards, occupational health requirements, and electrical codes.

Customer Liability for All Operators. Customer is solely and fully responsible for the use, operation, maintenance, and repair of the Equipment by all of Customer's agents, servants, contractors, employees (whether paid or volunteer), visitors, invitees, attendees, performers, guests, customers, and any other persons present at the Job site, regardless of whether such persons are under Customer's direct control. Customer shall keep the Equipment in good working order, condition, and repair throughout the Rental Term.

Safety Standards. Where applicable to the nature of the Job, Customer shall develop and implement (subject to EventStarts' review and approval) a set of operational and safety standards for the use, operation, maintenance, and repair of the Equipment, ensuring compliance with all applicable laws, regulations, insurance company requirements, and industry standards.

Sober and Professional Labor. Any additional labor provided by Customer (rather than by EventStarts) at the Job site, including but not limited to riggers, stagehands, forklift operators, electricians, and production assistants, must be: (a) professional; (b) qualified for the work being performed; (c) sober and not under the influence of alcohol, illegal drugs, or impairing substances; (d) certified where certification is required by law or industry standard; and (e) reliable. EventStarts shall not be responsible for the acts, omissions, performance, or qualifications of any labor provided by Customer.

Section 26. Protection from Harsh Conditions and Care Standards

Harsh Conditions Prohibited. Customer agrees not to expose Equipment to harsh conditions, including but not limited to: dust, sand, dirt, moisture, water, rain, snow, hail, fog, extended direct sunlight, heat sources, freezing temperatures, smoke, fog effects, smoke effects, pyrotechnics, corrosive substances, oils, greases, food, beverages, or any other substance or condition that could cause damage to the Equipment.

Care Standards. Customer agrees to use reasonable and prudent care in handling Equipment, including but not limited to: (a) placing Equipment on secure, level, and appropriate surfaces; (b) properly securing cables to prevent tripping, accidental power disconnection, or equipment damage; (c) properly securing Equipment for safe transportation and storage; (d) protecting Equipment from theft and unauthorized access; (e) following manufacturer's care instructions; (f) keeping Equipment dry and clean; and (g) preventing impact, vibration, or rough handling.

Cleaning Fees. Equipment returned in a condition requiring cleaning beyond normal wear and tear shall be subject to cleaning fees at EventStarts' standard rates, which shall be added to Customer's outstanding balance and charged to Customer's credit card on file.

Damage from Harsh Conditions. Cleaning fees and damage charges may be incurred if evidence of exposure to harsh conditions exists upon Equipment return, including but not limited to: water damage; sand or dust contamination; smoke residue; food or beverage contamination; corrosion; impact damage; excessive heat exposure; or visible neglect. Customer is responsible for the full cost of repair or replacement of any Equipment damaged by exposure to harsh conditions, regardless of whether such exposure was intentional or accidental.

Section 27. Reconfiguration, Modifications, and Equipment Labels

No Alterations Without Consent. Customer shall not alter, modify, reconfigure, disassemble, repair, or attempt to repair any Equipment without EventStarts' prior written consent. Customer shall not paint, decal, sticker, or otherwise mark the Equipment, except as expressly authorized in writing by EventStarts. If Customer is authorized to temporarily alter Equipment appearance for production purposes, Customer warrants to restore the Equipment to its original appearance, reasonable wear and tear excepted, before return.

No Removal of Labels. Customer shall not deface, remove, cover, paint over, or obscure any nameplate, serial number, barcode, RFID tag, label, identifying mark, or ownership marker showing EventStarts' ownership or the manufacturer's identification. Equipment shall be returned with all labels and identification intact and visible.

No Repairs by Customer. Customer shall not attempt to repair any Equipment Customer believes is damaged or malfunctioning. In the event of breakdown or malfunction, Customer must contact EventStarts immediately and follow EventStarts' instructions. Any attempted self-repair by Customer voids any potential credit or warranty consideration and may result in additional damage charges. Customer shall not sell, pledge, mortgage, encumber, or otherwise dispose of any part of the Equipment or do any act that may prejudice EventStarts' rights in the Equipment.

Service Call for Reconfiguration. Labor fees for dispatching a technical support representative shall apply if Equipment is found to be reconfigured after it left EventStarts' possession, or if Customer did not follow provided documentation or instructions during a technical support call.

Section 28. Geographic Restrictions

New York Metropolitan Area Default. Equipment may be used only within the New York Metropolitan Area (Queens, Brooklyn, Bronx, Manhattan, Staten Island, Nassau County, Suffolk County, the Hamptons, and Westchester County) unless otherwise authorized in writing by EventStarts. Customer must notify EventStarts in writing in advance of any intent to take Equipment outside this area.

Out-of-Area Use Subject to Consent. Use of Equipment outside the New York Metropolitan Area requires EventStarts' prior written consent, which may be granted or withheld at EventStarts' sole discretion. EventStarts may condition such consent on additional charges, additional insurance, additional deposits, or other terms.

No Removal from State of New York Without Consent. Equipment may not be removed from the State of New York without EventStarts' prior written consent. Removal of Equipment from the State of New York without consent constitutes a material breach of this Agreement and shall entitle EventStarts to all default remedies.

Absolute Prohibition on International Removal. Equipment may NEVER be removed from the United States of America under any circumstances, regardless of consent. Any removal of Equipment from the United States constitutes a material breach, conversion, and theft, and shall entitle EventStarts to all available legal and equitable remedies, including criminal prosecution.

Customer Pays Transit Costs. When Equipment is taken outside the New York Metropolitan Area with EventStarts' consent, Customer is responsible for all transportation costs (including transportation charges, fuel, taxes, duties, broker fees, bonds, insurance, and any other costs incurred during transit). EventStarts is not responsible for any shipping delays once Equipment is delivered to Customer's carrier.

Section 29. No Sublease Without Written Consent

Sublease Prohibited. Customer shall not sublease, sub-rent, loan, lease, transfer possession of, share use of, or otherwise allow any third party to use or possess the Equipment without EventStarts' prior written consent, which may be granted or withheld at EventStarts' sole discretion.

Sublease Insurance Pass-Through. In the event a sublease is authorized in writing by EventStarts, the sub-renter shall be required to: (a) maintain insurance coverage equal to or greater than the coverage required of Customer under Part 7 of this Agreement; (b) name EventStarts as additional insured on its Commercial General Liability policy on a primary and non-contributory basis; (c) name EventStarts as Loss Payee on its Inland Marine or property policy; (d) provide a Certificate of Insurance to EventStarts before taking possession; and (e) agree in writing to be bound by all of the provisions of this Agreement.

No Reduction of Customer Obligations. Any authorized sublease does not affect, reduce, modify, or diminish any of Customer's obligations under this Agreement. Customer remains primarily, fully, and unconditionally liable to EventStarts for all obligations under this Agreement, including obligations arising from the acts, omissions, or breaches of any sub-renter. Customer shall remain responsible to EventStarts for the actions of any sub-renter as if Customer had performed those actions itself.

Unauthorized Sublease as Material Breach. Any unauthorized sublease, sub-rental, loan, or transfer of possession constitutes a material breach of this Agreement and a Default, and entitles EventStarts to all default remedies including immediate repossession.

Section 30. Return of Equipment, Late Returns, and Per-Item Late Fees

Return Date. Equipment must be returned to EventStarts on the date and time specified on the Job Order or as otherwise agreed in writing. Customer is solely responsible for ensuring timely return.

Definition of Return. Equipment shall be considered returned only upon Acceptance by EventStarts as defined in Section 01. Mere physical delivery to EventStarts' facility, drop-off after business hours, leaving Equipment with a third party, or any other method that does not result in Acceptance does not constitute return, and the Rental Term continues until Acceptance occurs.

6:00 PM Return Cutoff. Unless otherwise stated in writing, Equipment must be returned by 6:00 PM on the due date. A full additional day's rental shall be charged for any Equipment not returned by 6:00 PM on the due date, and full daily rental rates shall accrue for each day or partial day Equipment is not returned thereafter.

Late Return Charges. If Equipment is returned late, Customer is liable for all of the following, which shall be cumulative and not alternative:

(a) Additional Daily Rental. Additional rental fees at the full non-discounted daily rate for each day or partial day late, calculated at full standard rates without application of any package discount, volume discount, long-term discount, or other discount that may have applied to the original Rental Term.

(b) Percentage Late Fee. A late fee equal to fifteen percent (15%) of the additional rental fees accrued under (a), assessed as compensation for administrative costs and disruption to subsequent rentals.

(c) Per-Item Per-Day Late Fee. A late surcharge of twenty-five dollars ($25.00) per item per day for every item not returned by the due date and time, in addition to the rental charges in (a) and the percentage fee in (b).

(d) Lost Subsequent Rental Revenue. All revenue lost by EventStarts from inability to fulfill subsequent rentals due to the late return, calculated at the full non-discounted rental rate that would have been charged.

Damaged or Non-Working Returns. If Equipment is returned in damaged, incomplete, or non-working condition, the rental period for the affected Equipment shall be extended at the full non-discounted rental rate (without any package discount or other discount applying) until the Equipment is repaired or replaced and restored to EventStarts' rental inventory, with no maximum cap on this extension. The provisions of Section 48 (Damaged Equipment) shall apply.

Acceptance Not a Waiver. EventStarts' acceptance of any returned Equipment, whether on time or late, shall not constitute a waiver of any claim EventStarts may have against Customer for late return charges, damage, missing items, or any other amounts owed under this Agreement.

Treatment as Stolen After 24 Hours. Failure to return Equipment per Job Order terms with no communication from Customer within twenty-four (24) hours of the Job End Date shall void this Agreement and the Equipment shall be considered stolen goods. EventStarts may report the Equipment as stolen to law enforcement authorities, prosecute under New York State Law, charge Customer's credit card on file for Equipment MSRP without further notice, and pursue all civil and criminal remedies available.

Section 31. Customer Materials, Personal Property, and Data Responsibility

Customer Material at Customer's Risk. Customer is solely responsible for all materials, content, media, files, data, props, costumes, instruments, signage, decorations, personal items, and any other property provided to or brought to the Job site by Customer ("Customer Materials"). EventStarts is not liable for any loss, damage, theft, corruption, or destruction of Customer Materials, regardless of cause and regardless of whether such Customer Materials are stored at the Job site, at EventStarts' facility, or in transit.

Customer Storage at EventStarts Facility. When Customer requests EventStarts to receive, store, transport, or hold Customer Materials or other property belonging to Customer or third parties, EventStarts acts solely as Customer's agent for such activity. All risks of physical loss, damage, theft, or destruction to such property remain Customer's responsibility, and Customer agrees to compensate EventStarts and to hold EventStarts and its employees and agents harmless from and against any and all losses, damages, claims, demands, or liability of any kind whatsoever arising from or related to such property.

Customer Responsibility for Material Collection. Customer is solely responsible for collecting all Customer Materials at the conclusion of the event. EventStarts is not responsible for and shall have no liability for any Customer Materials left behind, forgotten, or not collected by Customer at the end of the event. EventStarts may, at its discretion, dispose of any Customer Materials left at the Job site or returned to EventStarts' facility without notice to Customer after a reasonable time period.

Data Responsibility. Customer is solely responsible for: (a) creating and maintaining backups of any data on Equipment before and during use; (b) removing all data, files, photos, videos, audio recordings, contacts, accounts, passwords, and personal information from devices prior to return; and (c) ensuring compliance with all data protection laws applicable to data Customer places on Equipment.

EventStarts Data Loss Disclaimer. EventStarts is not responsible for and shall have no liability of any kind for: (a) data loss of any kind during use, transit, or return of Equipment; (b) data corruption; (c) data theft; (d) data exposure; (e) any data left on devices upon return; or (f) any consequences of any of the foregoing. Customer waives any and all claims against EventStarts related to data on rented Equipment.

EventStarts May Erase Equipment. EventStarts may, at its discretion, erase, format, reset, or otherwise wipe any data storage, recording, or computing Equipment upon return without notice to Customer and without obligation to preserve any data, files, settings, or content. Customer accepts this practice as standard and waives any claim related to such erasure.

Part 4: Media Asset Delivery and Content (Operational Section)

Section 32. Media Asset Delivery Deadlines and Late Submission

Five Business Day Delivery Deadline. All Customer-provided media assets, content, files, presentations, video files, audio files, image files, logos, graphics, scripts, run-of-show documents, tech riders, stage plots, room plans, lighting plots, audio specifications, video specifications, show schedules, cue sheets, and any other materials required for the Job ("Media Assets") must be delivered to EventStarts no later than five (5) business days prior to the Load In Date. Weekends and federal holidays do not count as business days for purposes of this deadline.

Purpose of Deadline. The five (5) business day deadline is required to allow EventStarts adequate time to: (a) review all Media Assets; (b) verify file format compatibility; (c) test playback on EventStarts' systems; (d) identify and resolve any issues; (e) load files onto show computers; (f) program lighting, video, and audio systems; (g) coordinate with venue and technical staff; and (h) perform any necessary file conversions or troubleshooting.

Late Delivery Fees. Media Assets delivered later than five (5) business days prior to the Load In Date shall be subject to a late submission fee of two hundred fifty dollars ($250.00) per submission, plus any expedited processing charges and any actual costs incurred by EventStarts to accommodate the late submission. This late fee is separate from any rush surcharges that may apply under Section 09.

Right to Refuse Late Media. EventStarts reserves the right, at its sole discretion, to refuse to accept Media Assets delivered less than forty-eight (48) hours prior to Load In, or to accept such Media Assets only on an "as-is" basis without any opportunity for testing, troubleshooting, or programming.

Customer Bears All Risk of Late Submission. Customer assumes all risk of any technical issues, playback failures, format incompatibilities, content errors, or other problems with Media Assets delivered late, and Customer waives any claim against EventStarts for any consequences of late Media Asset submission. EventStarts shall have no liability for any failure, delay, or compromise of the Job arising from late Media Asset delivery, regardless of cause.

No Credit for Late-Caused Failures. Customer shall not be entitled to any credit, refund, or reduction in charges for any failure, malfunction, or compromise of the Job arising in whole or in part from late, missing, defective, or non-conforming Media Assets.

Section 33. Media Technical Specifications for Video Files

All Customer-provided video files must conform to the following technical specifications unless otherwise specified in writing by EventStarts:

Aspect Ratio: 16:9, 1920 x 1080 pixels, unless otherwise required by the Job.

Codec: Apple ProRes (preferred) or H.264.

Frame Rate: Maximum 60 frames per second (fps).

Audio Channels: Dual channel mono or stereo, embedded in the video file.

File Type: MP4 (.mp4) or QuickTime Movie (.mov).

Playback Software: EventStarts uses PlaybackPro Plus X for video playback. Files must be compatible with PlaybackPro Plus X.

Backup Delivery on Hard Drive Required. All video files must additionally be delivered to EventStarts on the morning of the event on a physical hard drive or USB thumb drive as a backup, in addition to electronic delivery prior to the event. Failure to provide a physical backup may result in playback issues for which EventStarts shall have no liability.

File Permissions. All files must not be password-protected, encrypted, DRM-restricted, or set as read-only. File permissions must allow EventStarts to read, copy, and play the files on EventStarts' systems.

Testing Required. EventStarts will test all conforming video files received within the five (5) business day deadline. Files that do not conform to specifications may not be tested and may not play correctly during the event.

Section 34. Media Technical Specifications for Audio Files

All Customer-provided audio files must conform to the following technical specifications unless otherwise specified in writing by EventStarts:

File Type: WAV (.wav) or MP3 (.mp3) format.

Quality: WAV preferred for highest quality. MP3 acceptable at 320 kbps or higher.

Sample Rate: 44.1 kHz or 48 kHz.

Bit Depth: 16-bit minimum, 24-bit preferred.

Channels: Stereo or dual mono.

Delivery Method. Audio files may be delivered directly via email, file transfer service (such as Dropbox, WeTransfer, or Hightail), or via Customer's own FTP site (link and password to be provided to EventStarts). Customer must ensure delivery is complete and files are accessible to EventStarts before the five (5) business day deadline.

File Permissions. All audio files must not be password-protected, encrypted, DRM-restricted, or otherwise restricted in ways that prevent playback. File permissions must allow EventStarts to read, copy, and play the files.

Section 35. Media Technical Specifications for Presentation Files

All Customer-provided presentation files (PowerPoint, Keynote, or other slide deck software) must conform to the following technical specifications unless otherwise specified in writing by EventStarts:

Aspect Ratio: 16:9, 1920 x 1080 pixels.

Playback System. EventStarts plays back slideshows and presentations using a MacBook Air or comparable Apple computer. Files created on a PC may experience slight font differences when played on a Mac. Customer is responsible for verifying that fonts display correctly.

Background and Font Standards. Slides display best when the background is dark and the fonts are lighter. Fonts should not be smaller than 12 point. If using a custom font not standard on macOS, Customer must provide the font file along with the presentation file.

Embedded Media. Music, video, audio, and other embedded media should NOT be embedded directly into PowerPoint slides. Such assets should be kept as separate files and delivered separately. Embedded media in slides may not play correctly.

File Permissions. Presentation files must not be password-protected or set as read-only. Permissions must include all access required for EventStarts to open, read, and display the file.

Google Slides Not Recommended. EventStarts does not recommend Google Slides for live presentation playback. Google Slides requires hardline internet connection at the venue and may result in pop-ups, browser issues, sync delays, or other technical problems. EventStarts shall have no liability for any issues arising from the use of Google Slides or other cloud-dependent presentation software.

Section 36. Editing Fees, Change Requests, and Content Modifications

Assets Must Be Final. All Media Assets must be delivered to EventStarts in complete and finalized form. Customer is solely responsible for ensuring that all content, edits, transitions, ordering, additions, deletions, and modifications are complete prior to delivery.

Editing Fee for Changes. If any editing is required to Media Assets after delivery (whether to slideshows, videos, audio files, or other content), including but not limited to: adding transitions; changing slide order; adding or removing slides; adding or removing video content; trimming or extending audio; modifying graphics; changing colors; altering fonts; or any other modification, Customer shall be charged an editing fee of five hundred dollars ($500.00) per hour, with a one (1) hour minimum. Editing time shall be calculated based on EventStarts' actual time spent, with any partial hour charged as a full hour.

Editing Subject to Availability. EventStarts is not obligated to perform editing services and may decline editing requests at its sole discretion. Editing performed within forty-eight (48) hours of the Load In Date is subject to the rush surcharge under Section 09 and to availability of editing personnel.

Customer Approves All Edits. All editing performed by EventStarts shall be subject to Customer's review and approval, but EventStarts is not responsible for content errors, factual inaccuracies, spelling errors, design choices, or any other content matters that are Customer's responsibility. EventStarts performs technical editing only and does not verify the substantive correctness of Customer content.

No Refund for Editing Time. Editing fees are non-refundable once editing work has commenced, regardless of whether the edited content is ultimately used.

Section 37. Customer-Provided Devices (BYOD) Specifications

BYOD Permitted Subject to Specifications. If Customer elects to bring its own laptop or device for presentation playback rather than using EventStarts' equipment, the device must meet all of the following minimum specifications:

Processor: Dual core or greater, including 4th Generation Intel i-series or newer, 1st Generation AMD Ryzen or newer, or Apple M1 or newer.

RAM: 8 GB or greater.

Hard Drive Space: 32 GB available.

Video Output: One (1) HDMI output, or one (1) Thunderbolt 3 or greater port.

USB Port: At least one (1) USB-A port.

Audio Output: One (1) headphone port (3.5mm).

File Transfer Capability: The ability to transfer files to and from a USB thumb drive.

Power Supply: One (1) AC adapter or power supply for the device.

Conferencing Account: One (1) Zoom account if remote conferencing is part of the Job.

High-Security Devices. Many laptops with high-security corporate protections may experience file sharing, projection, or playback issues. EventStarts shall not be responsible for any issues caused by Customer's high-security device configurations, corporate restrictions, antivirus software, firewall settings, or VPN connections.

Customer Tests BYOD in Advance. Customer is responsible for testing the BYOD device with EventStarts' equipment in advance of the event whenever possible. Last-minute compatibility issues with Customer-provided devices are at Customer's risk.

Section 38. Disclaimer of Liability for Late or Non-Conforming Media

EventStarts Has No Liability for Late or Non-Conforming Media. EventStarts shall have no liability whatsoever, and shall not be deemed in breach of this Agreement or otherwise responsible, for any failure, malfunction, playback issue, delay, compromise, or quality issue with the Job arising in whole or in part from:

(a) Late submission of Media Assets; (b) Media Assets that do not conform to the technical specifications in Sections 33, 34, and 35; (c) Defective, corrupted, or unreadable Media Assets; (d) Customer's failure to provide complete or final content; (e) Customer's BYOD devices not meeting specifications in Section 37; (f) Customer-provided fonts that do not display correctly; (g) Embedded media that does not play correctly; (h) Cloud-based presentation software issues; (i) Internet connectivity issues at the venue affecting cloud-based content; (j) DRM, password protection, or file permission issues with Media Assets; (k) Content errors, factual inaccuracies, or design issues in Customer-provided content; (l) Last-minute content changes; or (m) Any other Customer-side cause.

No Refund or Credit for Media-Related Issues. Customer shall not be entitled to any refund, credit, reduction in charges, or compensation of any kind for Job failures, partial failures, or quality issues arising from any of the causes listed above. The full Contract Price remains owed.

Customer Acknowledgment Required. By signing the Job Order, accepting the quote, or otherwise accepting this Agreement, Customer specifically acknowledges that Customer has read, understood, and agreed to the Media Asset Delivery requirements set forth in Part 4 of this Agreement.

Part 5: Labor, Crew, Production Services, and Authority

Section 39. Labor Estimates and Actual Charges

Labor Estimates Are Approximate. Labor charges quoted by EventStarts are estimates based on EventStarts' understanding of the Job and its requirements at the time of the quote. Labor estimates are calculated using EventStarts' best professional judgment but are subject to revision based on actual hours worked, actual scope, and actual conditions encountered.

Modification Subject to Job Variation. Labor charges are subject to modification, increase, or adjustment if any of the following occur: (a) Job requirements deviate from the original scope; (b) actual work exceeds the quoted hours; (c) the Job extends beyond the scheduled Load In or Load Out times; (d) site conditions, access, or venue limitations require additional time; (e) Customer requests changes, additions, or modifications during the Job; (f) Customer fails to provide promised materials, content, or information on time; (g) the Job involves rework, troubleshooting, or remediation due to Customer error; (h) weather, force majeure, or other external factors require additional crew time; or (i) any other reason beyond EventStarts' reasonable control.

Final Labor Charges. Final labor charges shall reflect actual hours worked and shall be invoiced after the Job is complete. EventStarts will provide reasonable documentation of actual hours upon request. Labor charges in excess of the original estimate shall be added to the outstanding balance and charged to Customer's credit card on file.

Best Efforts to Estimate. EventStarts uses best efforts to provide accurate labor estimates but explicitly reserves the right to bill for actual hours worked. Customer's acceptance of an estimate does not cap the actual labor charges.

Section 40. Labor Call Minimums and Crew Composition

Four Hour Minimum. All labor calls are billed at a four (4) hour minimum per crew member, regardless of the actual hours worked. If a Job requires only one or two hours of labor, the minimum four hour call still applies.

Crew Composition. EventStarts shall determine the appropriate crew composition for each Job based on Job requirements, venue conditions, union regulations, safety considerations, and operational needs. EventStarts reserves the right to add or substitute crew members as necessary to ensure the Job is performed safely and to professional standards.

Customer-Provided Labor. Where Customer is required to provide additional labor (such as venue-mandated union labor, certified riggers, electricians, or stagehands), Customer is solely responsible for the qualifications, performance, conduct, and compensation of such labor, and EventStarts shall have no liability for any acts or omissions of Customer-provided labor.

Section 41. Overtime and Holiday Rates

Standard Overtime Threshold. Hours worked in excess of ten (10) hours in a single production day, on Sundays, or on recognized holidays, shall be billed at one and one-half (1.5) times the base hourly rate. Hours worked in excess of twelve (12) hours in a single production day shall be billed at two (2) times (double) the base hourly rate.

Holidays. Recognized holidays for purposes of overtime and double-time calculation include: New Year's Day, Memorial Day, Independence Day (Fourth of July), Labor Day, Thanksgiving Day, Christmas Day, and any other holidays observed by EventStarts or required by union contract.

Short Turnaround. Where Customer requires crew to return to work with less than ten (10) hours of rest between shifts ("short turnaround"), the entire subsequent shift may be billed at overtime rates, in addition to any other applicable charges.

Union Contracts Supersede. Where IATSE or other union contracts apply to the Job or venue, the union contract terms regarding overtime, double time, meal breaks, minimum calls, and crew composition shall supersede the standard rates set forth in this Agreement, and final labor billing shall reflect the applicable union contract requirements. Customer is responsible for all costs arising from union contract requirements, regardless of EventStarts' standard rates.

Section 42. Call Time Changes and Last-Minute Schedule Changes

Forty-Eight Hour Call Time Lock. Call times for crew confirmed on the Job Order shall be considered locked forty-eight (48) hours prior to the start of the call. Changes to call times made within the forty-eight (48) hour window shall be subject to a four (4) hour surcharge per crew member affected, in addition to any other applicable charges.

Cancellation of Crew Within 48 Hours. If Customer cancels or postpones crew within forty-eight (48) hours of the scheduled call time, Customer shall be charged the four (4) hour minimum call for each affected crew member, in addition to any cancellation fees applicable under Part 9 of this Agreement.

Reschedule of Call Times. Postponement of confirmed call times will not be charged provided that EventStarts is given notice of such postponement at least twelve (12) hours prior to the intended call time AND the Job is rescheduled within ten (10) calendar days. If insufficient notice is given or rescheduling does not take place within ten days, the cancellation policy in Part 9 shall apply.

Section 43. Crew Scheduling Through Account Representative Only

Account Representative Authority. All Labor scheduling, call time setting, scheduling changes, and crew coordination must be coordinated exclusively through the EventStarts account representative handling the Job. Customer shall not contact, instruct, or engage any EventStarts crew member directly outside of communication through the account representative.

No Direct Crew Engagement. Customer agrees not to: (a) contact EventStarts crew members directly to schedule, reschedule, or modify call times; (b) hire or attempt to hire EventStarts crew members for separate work; (c) bypass the account representative for any scheduling or operational matter; (d) instruct EventStarts crew to perform work outside the scope of the Job Order without account representative approval; or (e) make commitments to EventStarts crew on behalf of Customer.

Communications Outside Account Rep Not Binding. Any agreements, promises, accommodations, or commitments made by EventStarts crew members directly to Customer outside of communication through the account representative shall not be binding on EventStarts, and EventStarts shall not be liable for any reliance by Customer on such direct communications.

Section 44. Substitutions of Equipment and Personnel

Right to Substitute. EventStarts reserves the right, at its sole discretion, to substitute Equipment or personnel of equal or greater specification, capability, and quality at any time when circumstances require. Such circumstances include but are not limited to: (a) Equipment breakdown, malfunction, or unavailability; (b) personnel illness, unavailability, or scheduling conflicts; (c) supply chain issues; (d) logistics or transportation issues; (e) venue requirements; (f) safety considerations; or (g) any other operational reason.

No Breach by Substitution. No such substitution shall constitute a breach of this Agreement, entitle Customer to any refund, credit, reduction in charges, or claim for damages, or give rise to any liability on the part of EventStarts. Customer acknowledges that the specific Equipment or personnel listed on the Job Order are illustrative of the Job requirements, and that EventStarts has full discretion to substitute as needed to accomplish the Job.

Notice of Substitution. EventStarts will use reasonable efforts to notify Customer of substitutions in advance when feasible, but advance notice is not required and lack of notice does not entitle Customer to any remedy.

Section 45. Control of the Work and Safety Authority

EventStarts Sole Authority Over Methods. EventStarts shall be solely responsible for the means, methods, techniques, sequences, procedures, and safety protocols utilized for the construction, installation, operation, maintenance, and removal of all Equipment and Services. EventStarts shall have sole and absolute authority over the technical execution of the Job, including but not limited to rigging, structural installation, electrical connection, programming, operation, and breakdown.

Safety Authority of Person-in-Charge. The EventStarts person-in-charge at the Job site, whether designated as a project manager, lead technician, head rigger, or other role, shall have absolute and unilateral authority to stop, modify, suspend, postpone, or terminate any portion of the Job at any time if such person determines, in their sole judgment, that conditions are unsafe or potentially unsafe to staff, attendees, public, Equipment, the venue, or any other person or property. Such conditions include but are not limited to: bad weather; high winds; lightning; structural concerns; electrical hazards; fire hazards; crowd control issues; intoxicated or unruly attendees; unauthorized persons in restricted areas; medical emergencies; venue lockdowns; police or emergency activity; civil unrest; riots; threats; or any other risk that may, in the person-in-charge's judgment, endanger persons or property.

No EventStarts Liability for Safety Stoppage. EventStarts shall not be liable to Customer or any third party for any decision by the person-in-charge to stop, modify, or terminate any portion of the Job for safety reasons. Customer remains liable for the full Contract Price in the event of any such safety stoppage, except as specifically provided in the Force Majeure provisions of Part 12.

Customer Cooperation Required. Customer agrees to cooperate fully with EventStarts' safety decisions and shall not pressure, instruct, or require EventStarts crew to perform any work that the EventStarts person-in-charge has determined to be unsafe. Any attempt by Customer to override EventStarts safety decisions shall constitute a material breach of this Agreement.

High Wind Action Plan. For Jobs involving outdoor structures, rigging, or staging, EventStarts may implement a High Wind Action Plan that establishes wind speed thresholds for stopping work, removing decorations, lowering structures, or evacuating areas. Customer agrees to comply fully with any High Wind Action Plan implemented by EventStarts.

Section 46. Service Calls, Equipment Failure Response, and Setup Refusal

Immediate Failure Notification Required. If any Equipment fails, malfunctions, or experiences operational issues during the Rental Term, Customer must contact EventStarts immediately at the technical support number provided on the Job Order. Customer's failure to contact EventStarts immediately upon discovering a failure may result in Customer being held liable for the full contracted amount, and shall preclude Customer from any claim for credit, refund, or remedy related to the failure.

Free Telephone Tech Support. EventStarts provides free telephone technical support during business hours and reasonable extended hours, and will make every effort to immediately diagnose, troubleshoot, and resolve Equipment issues remotely. Customer agrees to follow all troubleshooting steps provided by EventStarts technical support and to make reasonable efforts to resolve issues remotely before requiring an on-site service call.

Service Call Charges for Customer-Caused Issues. If a service call by an EventStarts technician is required to troubleshoot or resolve an issue at the Job site, and the issue is determined to have been caused by Customer's misuse, abuse, neglect, improper setup, improper operation, failure to follow instructions, reconfiguration, or any other Customer-side cause (rather than by Equipment failure or EventStarts negligence), Customer shall be charged a service call fee of seventy-five dollars ($75.00) per half hour, plus travel time at standard rates.

Lost Subsequent Rental Recovery. If Customer-caused damage results in Equipment being out of service, Customer shall be liable for any lost subsequent rental revenue at the full non-discounted daily rate for the affected Equipment until repair or replacement is complete.

Setup Refusal Charges. If Customer refuses to allow an EventStarts technician to set up Equipment at the time of delivery and subsequently requires an EventStarts technician to return for setup, the return visit shall be considered a Service Call and shall be billed at the rates set forth in this Section 46, plus travel time, plus any rush surcharge under Section 09 if the return is required on short notice.

Free Replacement for Equipment Failure. EventStarts will make every reasonable effort to replace any Equipment that fails due to manufacturing defect, equipment failure, or EventStarts' fault, at no additional cost to Customer, provided that Customer has notified EventStarts immediately upon discovering the failure and has cooperated with troubleshooting. Replacement is subject to availability of comparable Equipment.

Credits Only If Immediately Reported. Credits, refunds, or rate adjustments for operating problems with Equipment will only be considered if problems are immediately reported to EventStarts personnel and EventStarts is given a reasonable opportunity to resolve the problem. No credit will be issued for issues reported after the Rental Term has ended or after Equipment has been returned.

Part 6: Risk of Loss, Damage, and Equipment Recovery

Section 47. Risk of Loss and Transfer of Risk

Risk of Loss Passes on Delivery. From the moment of Delivery as defined in Section 01 until Acceptance by EventStarts of the returned Equipment, Customer shall bear any and all risk of loss, theft, damage, destruction, vandalism, seizure, or any other harm to the Equipment, regardless of cause and regardless of fault. This risk transfer is unconditional and shall not be reduced or eliminated by any provision of this Agreement, by any statement of EventStarts personnel, by the presence of EventStarts technicians on site, or by any other circumstance, except as specifically provided in this Section.

Customer Bears All Risk Regardless of Cause. Customer's responsibility for the Equipment includes risks arising from any cause whatsoever, including but not limited to: (a) Customer's own acts or omissions; (b) Customer's employees, agents, contractors, sublessees, guests, invitees, attendees, performers, or any other person at the Job site; (c) third parties not under Customer's control; (d) shippers and carriers; (e) acts of God; (f) weather (except as specifically addressed in Section 75); (g) theft, including unattended theft; (h) vandalism; (i) fire, flood, water damage, smoke damage; (j) electrical issues; (k) transportation incidents; (l) loading and unloading; (m) storage; (n) idle time; (o) use; (p) misuse; (q) abuse; (r) latent defects in venue or third-party equipment; (s) improper installation or setup by Customer; or (t) any other cause whatsoever.

Risk Continues During Storage at EventStarts Facility. If Customer requests EventStarts to receive, hold, or store Equipment or other property at EventStarts' facility on Customer's behalf, the risk of loss for such stored property remains with Customer and does not transfer back to EventStarts solely because the property is at EventStarts' premises. EventStarts acts solely as Customer's agent for any such storage and shall have no liability for loss or damage to stored property.

Narrow Carveout for Direct EventStarts Employee Damage. Customer's risk of loss does not extend to damage that is caused directly and solely by the negligent or willful acts of EventStarts' own employees during the period of EventStarts' actual presence and active control of the Equipment, and only to the extent of such direct and sole causation. Customer's risk of loss shall not be reduced by the mere presence of EventStarts technicians, the joint or comparative negligence of others, or any other circumstance.

Insurance Required. Customer shall maintain insurance covering all risk of loss as set forth in Part 7 of this Agreement.

Customer shall exercise reasonable care and maintain commercially reasonable security measures to protect the Equipment from theft, loss, vandalism, and unauthorized use during the Rental Term, including while the Equipment is in transit, storage, or located in any owned, leased, rented, or third-party vehicle.

Section 48. Damaged Equipment and Continuing Rental Charges

Customer Liable for All Damage. Customer is responsible for all damage to Equipment from any cause whatsoever incurred while the Equipment is in Customer's possession, care, custody, or control, regardless of whether such damage is caused by Customer, Customer's employees, agents, contractors, sublessees, guests, invitees, attendees, venue staff, third parties, or any other person, and regardless of where, how, or by whom operated.

Notification by EventStarts. EventStarts will inspect all Equipment returned from Customer and will notify Customer of any damage, loss, or charges within seventy-two (72) hours of Job End Date. Customer's failure to receive such notification due to incorrect contact information or any other Customer-side issue does not invalidate the notification.

Customer Liability for Repair or Replacement Cost. If Equipment is damaged, Customer's liability shall include all of the following, which shall be cumulative and not alternative:

(a) Actual Repair Cost. EventStarts' actual cost of repair, including parts, labor, shipping, and any other costs reasonably incurred to restore the Equipment to good working condition, without any cap or limitation.

(b) Continuing Rental Charges During Repair. Payment of all continuing rental charges at the full non-discounted daily rental rate for the affected Equipment, with no application of any package discount, volume discount, long-term discount, or any other discount that may have applied to the original Rental Term, from the date of return of the damaged Equipment until the date the repaired Equipment can be restored to EventStarts' rental inventory and made available for subsequent rentals. There is no maximum cap on this rental charge accrual period.

(c) Lost Subsequent Rental Revenue. All revenue lost by EventStarts from inability to fulfill subsequent rentals due to the Equipment being out of service for repair, calculated at the full non-discounted rental rate that would have been charged for those subsequent rentals.

(d) Service and Inspection Costs. Any inspection, evaluation, diagnostic, or service costs incurred by EventStarts in determining the extent of damage and the required repairs.

Replacement When Repair Is Not Feasible. If the damaged Equipment cannot be economically or timely repaired, as determined solely by EventStarts, Customer shall be liable for EventStarts' full actual replacement cost for the Equipment at current retail prices, valued without deduction for depreciation, age, prior wear and tear, or accumulated use, plus all of the following:

(a) Continuing rental charges at the full non-discounted daily rental rate from the date of return of the damaged Equipment until the date replacement Equipment is acquired and made available for rental.

(b) Lost subsequent rental revenue during the period before replacement is available.

EventStarts Sole Discretion for Repair vs Replace. The decision as to whether damaged Equipment shall be repaired or replaced is solely EventStarts' decision and shall be conclusive and binding on Customer. Customer shall not have any right to demand repair instead of replacement, replacement instead of repair, or any specific repair vendor.

No Offset of Accrued Rental Against Damage Cost. Accrued rental charges during the repair or replacement period cannot be applied against, deducted from, or offset against the replacement cost or repair cost of damaged Equipment. Customer owes both the repair or replacement cost AND the accrued rental charges in full. This is a critical provision and Customer expressly acknowledges its enforceability.

Payment Precedes Repair Obligation. EventStarts is under no obligation to repair, replace, or restore Equipment to inventory until Customer has paid in full for all damage charges, replacement costs, and accrued rental charges. The continuing rental charge accrual period continues until Customer has made full payment, regardless of whether EventStarts has commenced or completed repair or replacement.

EventStarts Technician Onsite Does Not Release Customer. The presence of an EventStarts technician onsite during the Job does not release, reduce, or waive Customer's liability for damaged Equipment, even if the damage occurred while the technician was present. Customer remains fully liable for all damage regardless of EventStarts personnel presence.

Damage by Attendees and Third Parties. Customer is fully responsible for all Equipment damage caused by attendees at the Job, guests, third parties, venue staff, performers, or any other persons, regardless of whether such persons are under Customer's direct control. Customer's responsibility extends to all damage occurring at the Job site or while Equipment is in transit, storage, or use.

Section 49. Lost, Stolen, Seized, and Unreturned Equipment

Customer Liable for All Loss. Customer is responsible for the loss, theft, disappearance, seizure (by any third party or governmental agency), or non-return of Equipment from any cause whatsoever incurred while in Customer's possession, care, custody, or control, including loss occurring during transit arranged by Customer, at any storage facility, while at the Job site, or anywhere else.

Replacement Cost Without Depreciation. For any lost, stolen, seized, or unreturned Equipment, Customer shall be liable for the full replacement cost at current retail prices, valued without deduction for depreciation, age, prior wear and tear, or accumulated use. Replacement cost shall be determined by EventStarts based on the manufacturer's suggested retail price (MSRP) for the same item or, if no longer available, the closest comparably equipped current model.

Continuing Rental Charges Until Replacement Available. Customer shall additionally be liable for all continuing rental charges at the full non-discounted daily rental rate from the date the loss is discovered until the date replacement Equipment is acquired and restored to EventStarts' rental inventory. There is no maximum cap on this charge accrual period. Accrued rental charges shall not be offset against the replacement cost.

Recovery Costs. Customer is responsible for all costs associated with recovering missing Equipment or attempting to recover missing Equipment, including but not limited to: repossession costs; legal fees; court costs; sheriff fees; private investigator fees; collection agency costs; and any other costs reasonably incurred by EventStarts.

Failure to Return Equals Theft. Failure to return Equipment per Job Order terms with no communication from Customer within twenty-four (24) hours of Job End Date shall void this Agreement, and the Equipment shall be deemed stolen goods. EventStarts may, at its sole discretion: (a) report the Equipment as stolen to local, state, and federal law enforcement authorities; (b) initiate criminal prosecution under New York State Law and any other applicable law; (c) charge Customer's credit card on file for Equipment MSRP without further notice; (d) initiate civil legal action; and (e) pursue all other remedies available at law or in equity.

Section 50. Police Report Requirements and Theft Notification

Mandatory Police Report. In all instances of missing, lost, stolen, or seized Equipment, Customer must: (a) immediately notify EventStarts by phone to the technical support number; (b) file a written report with the local law enforcement authorities having jurisdiction over the location of the loss within twenty-four (24) hours of discovering the loss; and (c) provide EventStarts with a copy of the police report and incident number within forty-eight (48) hours.

Failure to File Police Report. Customer's failure to file a police report or to provide a copy to EventStarts within the required timeframes shall: (a) constitute a material breach of this Agreement; (b) preclude any insurance recovery on Customer's behalf; (c) preclude any reduction in Customer's liability based on theft; and (d) result in Customer being held solely and fully responsible for the full replacement value of the lost or stolen Equipment.

Cooperation with Recovery. Customer agrees to cooperate fully with EventStarts and law enforcement in any investigation or recovery effort related to missing Equipment, including providing all information requested, making witnesses available, and pursuing recovery in good faith.

Section 51. Replacement Cost Without Depreciation Deduction

For purposes of this Agreement, "replacement cost" means and shall mean the current retail price for the same item of Equipment, or if no longer manufactured, the closest comparably equipped current model, without any deduction for depreciation, age, accumulated wear and tear, prior use, or amortization. Customer specifically acknowledges that EventStarts has the right to recover the full current retail replacement cost regardless of how long EventStarts has owned the Equipment, how many times the Equipment has been rented, or any other factor that might otherwise reduce its market value. This provision is material to EventStarts' willingness to enter into this Agreement and to maintain its rental inventory.

Section 52. Cleaning Fees and Condition Return Standards

Return in Same Condition. Customer shall return all Equipment to EventStarts in the same condition as at Delivery, with normal wear and tear excepted. Normal wear and tear means light scratches, smudge marks, and minor cosmetic imperfections that do not affect functionality. Normal wear and tear does NOT include dirt, residue, contamination, damage, missing components, or any condition requiring more than minimal cleaning to restore Equipment to rental-ready condition.

Cleaning Fees. Equipment returned in a condition requiring cleaning beyond normal wear and tear shall be subject to cleaning fees at EventStarts' standard rates. Cleaning fees shall be added to Customer's outstanding balance and charged to Customer's credit card on file without further notice.

Examples of Excessive Cleaning. Excessive cleaning that triggers cleaning fees includes but is not limited to: removal of stickers, tape, or adhesive residue; removal of paint, ink, or markers; removal of food, beverages, or sticky residue; removal of dust, sand, dirt, or debris; removal of smoke residue or odor; removal of biological material; removal of pet hair or dander; or any other cleaning beyond a basic wipe-down.

Section 53. Latent Damage and After-Discovered Damage Claims

Acceptance Not a Waiver of Latent Damage. EventStarts' acceptance of returned Equipment, whether on time or late, shall not constitute a waiver of any claim EventStarts may have against Customer for damage that was not reasonably visible upon initial inspection ("latent damage" or "after-discovered damage"). Latent damage may include internal component damage, hidden water damage, electrical damage, intermittent malfunctions, or any other damage that becomes apparent only after further inspection or testing.

Right to Claim Latent Damage. EventStarts reserves the right to bring claims for latent damage discovered within thirty (30) days after Equipment return. Customer remains liable for such damage on the same terms set forth in Section 48, and EventStarts may charge Customer's credit card on file for such damage upon discovery.

Customer Burden to Disprove Damage. Once EventStarts has provided Customer with reasonable evidence of damage to the returned Equipment, Customer bears the burden of proving that the damage occurred prior to Delivery or was caused by EventStarts. Mere denial by Customer is not sufficient to overcome EventStarts' damage claim.

Part 7: Insurance Requirements and Risk Allocation

Section 54. Property and Inland Marine Insurance

Customer Insurance Required. At all times during the Rental Term, including during transit and storage, Customer shall maintain, at Customer's sole cost and expense, property insurance covering the Equipment from damage or loss from any cause whatsoever ("All Risks" coverage).

Coverage Amount. The property insurance shall be in an amount sufficient to cover the full current retail replacement cost of all Equipment rented from EventStarts, without deduction for depreciation, plus EventStarts' rental charges until the Equipment is repaired or replaced.

Inland Marine Coverage. The required property insurance shall include Inland Marine coverage on a worldwide basis, providing "All Risks" coverage for loss or damage to Equipment in transit, at the Job site, during storage, and at any other location.

EventStarts as Loss Payee. All property and Inland Marine insurance maintained by Customer shall name EventStarts (R.E.C. Promo, LLC) as Loss Payee for loss or damage to the Equipment, as interests may appear. In the event of any insurance payout for Equipment damage or loss, payment shall be made directly to EventStarts.

Notice of Cancellation. All property and Inland Marine policies shall provide for at least thirty (30) days written notice to EventStarts before any modification, cancellation, or non-renewal of coverage.

Section 55. Commercial General Liability Insurance

CGL Insurance Required. Customer shall maintain, at Customer's sole cost and expense, Commercial General Liability ("CGL") insurance covering bodily injury, property damage, personal injury, advertising injury, products liability, and completed operations, throughout the Rental Term and for any tail period required by the policy.

Minimum Coverage Limits. Commercial General Liability insurance shall provide minimum limits of:

(a) One Million Dollars ($1,000,000) per occurrence for bodily injury and property damage;

(b) Two Million Dollars ($2,000,000) general aggregate;

(d) Two Million Dollars ($2,000,000) products and completed operations aggregate.

Higher Limits for Larger Jobs. For Jobs with a Contract Price exceeding twenty-five thousand dollars ($25,000), or for Jobs at venues requiring higher limits, or for Jobs involving structural rigging or overhead installation, EventStarts may require Customer to maintain CGL insurance with limits of Three Million Dollars ($3,000,000) per occurrence and Five Million Dollars ($5,000,000) general aggregate, or such higher limits as may be required by the venue or by EventStarts in its discretion.

Coverages Required. The CGL insurance shall include all of the following coverages: (a) bodily injury and property damage liability; (b) broad form contractual liability covering this Agreement and the indemnification provisions hereof; (c) personal injury liability; (d) advertising injury liability; (e) completed operations liability; (f) products liability; (g) independent contractors coverage; (h) host liquor liability where alcohol is served; and (i) any other coverages reasonably required by EventStarts.

EventStarts as Additional Insured. Customer's CGL insurance shall name EventStarts (R.E.C. Promo, LLC), together with its officers, directors, members, managers, employees, agents, and affiliates, as Additional Insured on a primary and non-contributory basis, with respect to all activities related to this Agreement.

Primary and Non-Contributory. Customer's CGL insurance shall be primary insurance and non-contributory with respect to any insurance maintained by EventStarts. Customer's policy limits must be exhausted before any obligation arises under EventStarts' insurance.

Section 56. Automobile Liability Insurance

Auto Insurance Required. Customer shall maintain, at Customer's sole cost and expense, business automobile liability insurance covering all owned, non-owned, hired, rented, and leased vehicles used in connection with this Agreement, including for loading and unloading of Equipment.

Minimum Limits. Automobile liability insurance shall provide minimum limits of One Million Dollars ($1,000,000) combined single limit for bodily injury and property damage.

Hired and Non-Owned Auto Coverage Required. The required automobile insurance shall specifically include "hired auto" and "non-owned auto" coverage for any vehicle Customer rents, leases, or borrows for use in connection with the Job, including any vehicle used by Customer's employees, agents, or contractors. This coverage is essential because event work frequently involves rented vehicles for equipment transportation.

Comprehensive and Collision. Coverage for hired auto physical damage shall include the perils of comprehensive and collision loss.

EventStarts as Additional Insured and Loss Payee. EventStarts shall be named as Additional Insured for liability coverage and as Loss Payee on hired auto physical damage coverage.

Section 57. Workers Compensation and Employers Liability

Workers Comp Required. Customer shall maintain, at Customer's sole cost and expense, Workers Compensation insurance covering all employees, contractors, and personnel engaged by Customer in connection with the Job, with statutory limits as required by the State of New York and any other state in which work is performed.

Employers Liability. In addition to statutory Workers Compensation, Customer shall maintain Employers Liability insurance with minimum limits of:

(a) Five Hundred Thousand Dollars ($500,000) bodily injury by accident, each accident;

(b) Five Hundred Thousand Dollars ($500,000) bodily injury by disease, policy limit;

For Jobs above twenty-five thousand dollars ($25,000) in Contract Price, EventStarts may require higher limits up to One Million Dollars ($1,000,000) in each category.

Section 58. Certificate of Insurance Requirements and Carrier Standards

COI Required Before Possession. Before obtaining possession of any Equipment or commencement of any Services, Customer shall provide EventStarts with a Certificate of Insurance ("COI") and applicable endorsements confirming each of the coverages required in Sections 54 through 57.

Authorized Carrier Required. All insurance policies maintained by Customer pursuant to this Agreement shall be issued by an insurance carrier:

(a) Authorized to conduct insurance business in the State of New York;

(b) Rated "A-" or higher by AM Best Company;

Signed by Authorized Representative. All Certificates of Insurance shall be signed by an authorized agent or representative of the insurance carrier issuing the policy.

No Waiver by EventStarts. EventStarts' failure to demand, request, or receive a Certificate of Insurance prior to commencement of the Job shall not excuse Customer from the obligation to maintain insurance as required by this Agreement, and shall not constitute a waiver of any of EventStarts' rights.

EventStarts Right to Verify. EventStarts reserves the right to verify any insurance coverage directly with Customer's insurance carrier, and Customer hereby authorizes such verification.

Section 59. Notice of Cancellation of Insurance

Thirty Day Written Notice. Customer shall provide EventStarts with at least thirty (30) days written notice prior to the effective date of any cancellation, non-renewal, material change, or modification to any insurance required to be maintained by Customer pursuant to this Agreement. For non-renewal due to non-payment of premium, ten (10) days written notice shall be sufficient.

Lapse as Material Breach. Any lapse, cancellation, or material reduction in required insurance coverage during the Rental Term shall constitute a material breach of this Agreement and an immediate Default, regardless of Customer's intent or knowledge.

Section 60. Waiver of Subrogation

All insurance policies maintained by Customer pursuant to this Agreement shall contain a waiver of subrogation in favor of EventStarts. Customer's insurance carriers shall agree that any rights of subrogation against EventStarts arising from claims paid under such policies are waived. This waiver of subrogation is essential to prevent insurance carriers from pursuing reimbursement from EventStarts after paying claims caused by Customer's negligence or breach of this Agreement.

Section 61. Failure to Procure Insurance and Automatic Default

EventStarts Right to Procure. Should Customer fail to procure or pay the cost of maintaining the insurance required by this Agreement, or fail to provide EventStarts with satisfactory evidence of such insurance upon request, EventStarts may (but shall not be obligated to) procure such insurance on Customer's behalf. Customer shall reimburse EventStarts on demand for the full cost of any insurance procured by EventStarts plus a fifteen percent (15%) administrative markup.

Lapse Equals Automatic Default. Lapse, cancellation, or non-renewal of any required insurance shall constitute an immediate and automatic Default of this Agreement, without requirement for notice from EventStarts to Customer. Upon any such Default, EventStarts may exercise any or all remedies set forth in Part 10 of this Agreement, including immediate suspension of Services, termination of the Job, repossession of Equipment, and acceleration of all amounts owed.

Insurance Independent of Other Obligations. Customer's failure to maintain required insurance shall not in any way reduce, limit, or excuse Customer's obligations under this Agreement, including obligations regarding indemnification, payment, and risk of loss. Customer's insurance is in addition to, and not in lieu of, Customer's contractual obligations.

Section 62. Sublease and Sub-Rental Insurance Pass-Through

In the event a sublease, sub-rental, or transfer of Equipment to a third party is authorized by EventStarts in writing under Section 29, the sub-renter shall be required to maintain insurance coverage equal to or greater than the coverage required of Customer under this Part 7, with EventStarts named as Additional Insured and Loss Payee, on a primary and non-contributory basis. Customer shall obtain and provide to EventStarts a Certificate of Insurance from the sub-renter before any Equipment is transferred to the sub-renter. Customer remains primarily and fully liable to EventStarts regardless of the sub-renter's insurance coverage.

Part 8: Liability Limitation, Warranty Disclaimer, and Indemnification

Section 63. Warranty Disclaimer and AS-IS Rental

No Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL EQUIPMENT AND SERVICES PROVIDED BY EVENTSTARTS UNDER THIS AGREEMENT ARE PROVIDED ON AN "AS-IS" AND "WHERE-IS" BASIS, WITHOUT ANY WARRANTY OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE.

Implied Warranties Disclaimed. EVENTSTARTS HEREBY EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO: (a) THE IMPLIED WARRANTY OF MERCHANTABILITY; (b) THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; (d) ANY WARRANTY OF NON-INFRINGEMENT; (e) ANY WARRANTY OF QUIET ENJOYMENT; AND (f) ANY OTHER IMPLIED WARRANTY UNDER ARTICLE 2 OR ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE OR UNDER ANY COMMON LAW.

Customer Selection. Customer specifically acknowledges and agrees that: (a) Customer selected the Equipment as being suitable for Customer's needs based on Customer's own determination; (b) Customer has not relied on any representation, recommendation, or assurance from EventStarts regarding suitability or fitness for Customer's particular purpose; (c) Customer has had the opportunity to inspect and test the Equipment before use; and (d) EventStarts makes no representation or warranty as to whether any specific Equipment is suitable for any specific use, venue, production, audience, or purpose.

No Warranty of Continuous Operation. EventStarts makes no warranty that the Equipment will operate without interruption, failure, or malfunction. Customer acknowledges that electronic, mechanical, lighting, audio, video, and rigging equipment may fail or malfunction from time to time despite proper maintenance and testing, and Customer accepts this risk.

No Warranty Against Latent Defects. Equipment is rented subject to all latent and other defects. EventStarts does not warrant that Equipment is free from latent defects, manufacturing defects, design defects, or any other defects not reasonably discoverable upon inspection.

Computer and Software Equipment. With respect to any computer, software, or technology Equipment: (a) EventStarts makes no warranty regarding compatibility with Customer's systems; (b) EventStarts makes no warranty regarding virus protection; (c) computer virus protection software, where installed, is not guaranteed to stop all virus attacks; and (d) costs incurred by Customer for virus protection, virus removal, file repair, and data recovery are Customer's sole responsibility.

Microsoft and Third-Party Software. If Microsoft or other third-party software is installed on rented Equipment, Customer's use of such software is governed by the applicable end-user license agreement (EULA) of the software provider. EventStarts makes no warranty regarding such software and is not responsible for compliance with such EULAs.

Section 64. Limitation of Liability and Maximum Damages Cap

Maximum Liability Cap. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EVENTSTARTS' TOTAL CUMULATIVE LIABILITY TO CUSTOMER UNDER OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, REGARDLESS OF THE THEORY OF LIABILITY, AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTORY VIOLATION, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER TO EVENTSTARTS FOR THE SPECIFIC JOB OR RENTAL FROM WHICH THE CLAIM AROSE, AND IN NO EVENT SHALL SUCH LIABILITY EXCEED THE CONTRACT PRICE FOR THE AFFECTED JOB.

Disproportionate Damages Acknowledgment. Customer acknowledges and agrees that the consequences of any breach by EventStarts, or any failure or malfunction of Equipment or Services, may be disproportionate to the rental charges paid. Therefore, Customer agrees that EventStarts' liability is reasonably limited as set forth in this Section as a fair allocation of risk between the parties, and that this limitation is a material part of the consideration for EventStarts entering into this Agreement at the prices charged.

No Liability for Acts of God or Force Majeure. EventStarts shall not be liable for any failure, delay, or non-performance arising from any Force Majeure Event as defined in Section 96, or from any circumstance beyond EventStarts' reasonable control.

Liability Cap Survives All Claims. This limitation of liability applies to any and all claims by Customer against EventStarts, including but not limited to claims for: (a) breach of contract; (b) breach of warranty (express or implied); (c) negligence; (d) gross negligence; (e) strict liability; (f) misrepresentation; (g) violation of statute; (h) tortious interference; (i) product liability; (j) consequential damages; (k) special damages; (l) incidental damages; (m) punitive damages; (n) lost profits; or (o) any other damages.

Customer's Sole Remedy. Customer's sole and exclusive remedy for any breach of this Agreement by EventStarts shall be a refund of amounts Customer has paid to EventStarts for the affected Job, or that portion thereof which represents Customer's actual damages, whichever is less.

Carveout for Required Law. Nothing in this Section is intended to limit liability for death or personal injury arising from EventStarts' gross negligence or willful misconduct, or any other liability that cannot be limited or excluded under applicable New York law. Any such non-waivable liability is preserved only to the minimum extent required by law.

Section 65. Exclusion of Consequential, Indirect, and Special Damages

Exclusion of Damages. UNDER NO CIRCUMSTANCES SHALL EVENTSTARTS BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY OF THE FOLLOWING TYPES OF DAMAGES, REGARDLESS OF THE FORM OF ACTION, REGARDLESS OF WHETHER EVENTSTARTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE:

(a) Indirect damages; (b) Special damages; (c) Incidental damages; (d) Consequential damages; (e) Punitive damages; (f) Exemplary damages; (g) Lost profits; (h) Lost revenue; (i) Lost business opportunities; (j) Lost goodwill; (k) Lost data or data restoration costs; (l) Costs of cover or substitute services; (m) Damages for delay; (n) Damages for interruption of use; (o) Damages from event cancellation, postponement, or relocation; (p) Audience or attendee disappointment, refunds, or related claims; (q) Sponsor or third-party claims; (r) Sums paid by Customer to third parties; or (s) Any other indirect, derivative, or non-direct damages.

Material Provision. Customer acknowledges that this exclusion of consequential and other damages is a material provision of this Agreement and is a fair allocation of risk in light of the Contract Price and the nature of the Services provided.

Section 66. Customer Indemnification (Five-Prong Structure)

Broad Indemnification Obligation. Customer hereby agrees to defend, indemnify, protect, save, and hold harmless EventStarts and the Indemnified Parties (as defined in Section 67) from and against any and all third-party claims, suits, actions, causes of action, demands, rights, damages, judgments, settlements, costs, losses, expenses, attorney fees, court costs, and liabilities of any kind whatsoever (collectively, "Claims"), including but not limited to Claims for: (a) bodily injury (including death); (b) personal injury; (c) property damage; (d) damage to Equipment; (e) damage to the venue; (f) damage to third-party property; (g) lost profits or business interruption; (h) emotional distress; (i) consequential damages; or (j) any other harm or loss, arising out of, resulting from, or in any way connected with any of the following five categories:

(i) Loading, Unloading, and Use. The loading, unloading, use, possession, operation, transportation, storage, installation, or removal of the Equipment by Customer, Customer's agents, employees (whether paid or volunteer), contractors, sub-contractors, sublessees, visitors, invitees, attendees, performers, guests, customers, or any other persons (collectively, "Customer Parties");

(ii) Performance of Customer's Obligations. The performance, attempted performance, or carrying out by Customer Parties of any of the terms, conditions, obligations, or activities under this Agreement;

(iii) Failure to Perform Obligations. The failure of Customer or any Customer Party to perform any term, covenant, condition, obligation, or duty required to be performed by Customer under this Agreement, including but not limited to failure to maintain insurance, failure to provide venue requirements, failure to provide proper access, failure to provide qualified personnel, failure to provide accurate information, failure to comply with safety standards, or failure to make timely payment;

(iv) Unsafe Conditions and Negligent Handling. Any damage, injury, accident, or harm that may occur as a result of: any unsafe condition relating to the Equipment, the Job site, or surrounding areas; any negligent or willful handling, use, installation, configuration, operation, maintenance, or removal of the Equipment by Customer Parties; or any failure by Customer Parties to follow safety instructions, manufacturer instructions, or industry standards; and

(v) Regulatory and Statutory Non-Compliance. Customer's failure to comply with any applicable federal, state, or local statute, rule, regulation, code, ordinance, order, permit requirement, license requirement, insurance requirement, union contract, venue requirement, or any other standard or law pertaining to the handling, use, installation, operation, maintenance, removal, or licensing of the Equipment, the Services, or the Job.

Regardless of Operator. This indemnification shall apply regardless of where, how, or by whom the Equipment was operated, and regardless of whether the Equipment was operated by Customer, Customer's employees, third parties, or anyone else. Customer's indemnification obligation extends to Claims arising from any operation of the Equipment by any person, including persons not under Customer's direct control.

Sole Negligence Carveout. Customer's indemnification obligation under this Section 66 does not apply to Claims that are caused solely and exclusively by EventStarts' own negligence or willful misconduct, and only to the extent of such sole and exclusive causation. Joint negligence, comparative negligence, contributory negligence, or any negligence of any party other than EventStarts, shall not reduce Customer's indemnification obligation. Customer's indemnification covers EventStarts even where EventStarts may be partially at fault, except where EventStarts is solely and exclusively at fault.

Section 67. Broad Scope of Indemnified Parties

Indemnified Parties. For purposes of Customer's indemnification obligations under this Agreement, the "Indemnified Parties" shall include, collectively:

(a) EventStarts (R.E.C. Promo, LLC); (b) EventStarts' parent companies, subsidiaries, and affiliates; (c) EventStarts' successors and assigns; (d) EventStarts' officers, directors, members, managers, owners, and shareholders; (e) EventStarts' employees, agents, representatives, contractors, subcontractors, and freelance crew; (f) Any party to whom EventStarts has assigned or may assign rights under this Agreement; (g) Any insurance carrier providing insurance to EventStarts.

Customer's indemnification obligation runs in favor of all Indemnified Parties, jointly and severally, and any Indemnified Party may enforce this indemnification independently.

Section 68. Customer Defense Obligation and Claim Notification

Customer's Defense Obligation. Upon receipt by EventStarts of any Claim subject to Customer's indemnification obligation under Section 66, Customer shall: (a) assume the defense of any suit, action, or other legal proceeding brought to enforce such Claim, at Customer's sole cost and expense; (b) employ counsel reasonably acceptable to EventStarts to defend such Claim; (c) pay all judgments, settlements, costs, and expenses associated with such Claim; (d) pay all attorney fees, expert fees, and other defense costs; and (e) keep EventStarts informed of the status of the defense.

EventStarts Right to Participate. EventStarts shall have the right (but not the obligation) to participate in the defense of any Claim with counsel of its own choosing, at EventStarts' expense, and Customer shall cooperate with EventStarts' counsel.

EventStarts Right to Take Over Defense. If Customer fails to assume the defense promptly, fails to defend in good faith, or if EventStarts reasonably determines that Customer's defense is inadequate, EventStarts may assume the defense at Customer's expense, and Customer shall reimburse EventStarts for all costs and attorney fees incurred.

Notification. Each party agrees to notify the other in writing promptly upon learning of any Claim that may be subject to indemnification under this Agreement. Failure to provide prompt notification shall not relieve Customer of indemnification obligations except to the extent Customer is materially prejudiced by the delay.

No Settlement Without Consent. Customer shall not settle any Claim without EventStarts' prior written consent if such settlement: (a) imposes any obligation on EventStarts; (b) admits any wrongdoing by EventStarts; (c) does not include a full release of EventStarts; or (d) affects EventStarts' rights in any way.

Section 69. Indemnity for Acts of Customer Guests, Attendees, and Third Parties

Customer's indemnification obligations under Section 66 specifically extend to and cover Claims arising from the acts, omissions, negligence, or willful misconduct of: (a) Customer's guests, invitees, and attendees at the Job site; (b) any audience members or members of the public present at the event; (c) Customer's performers, artists, speakers, or talent; (d) third-party vendors engaged by Customer; (e) venue staff and employees; (f) Customer's customers, clients, or sponsors; (g) any person admitted to the Job site by Customer; and (h) any other person whose presence is connected to the Job, regardless of whether such person is under Customer's direct control. Customer expressly acknowledges that the broad scope of this indemnification reflects the reality that EventStarts cannot control who attends or is present at Customer's events, and that the risks created by such persons are appropriately borne by Customer.

Section 70. Survival of Indemnification After Termination

Indemnification Survives. The indemnification, defense, and hold harmless obligations of Customer under this Agreement shall continue in full force and effect notwithstanding the expiration, cancellation, completion, or termination of this Agreement, whether such expiration, cancellation, completion, or termination occurs by passage of time, by operation of law, by mutual agreement, by Customer's breach, by EventStarts' termination for cause, or by any other means.

Survival Period. Customer's indemnification obligations shall survive for the maximum period permitted by applicable law, including the full statute of limitations period applicable to any Claim subject to indemnification.

Survival Independent of Insurance. Customer's indemnification obligations are independent of and in addition to any insurance maintained by Customer or EventStarts. The existence of insurance does not reduce or limit Customer's indemnification obligations, and the failure of Customer's insurance to cover a Claim does not reduce or limit Customer's indemnification obligations.

Section 71. Data Loss Disclaimer

EventStarts shall have no liability of any kind for: (a) loss of data of any kind; (b) corruption of data; (c) theft of data; (d) exposure or unauthorized disclosure of data; (e) any data left on devices upon return; (f) failure to back up data; (g) failure to erase data; (h) any consequences arising from data on rented Equipment; or (i) any costs of data recovery, restoration, or remediation. Customer waives any and all claims against EventStarts related to data on rented Equipment, and Customer shall indemnify EventStarts against any third-party claims related to data on rented Equipment.

Section 72. Customer Property and Venue Damage Waiver

Customer Assumes Risk of Damage to Own Property. Although EventStarts will use reasonable efforts to minimize the risk of damage to Customer's property and to the venue from the installation, use, or removal of Equipment, Customer hereby assumes the risk of any such damage and expressly releases EventStarts from any and all liability for damage to Customer's property, the venue, third-party property, decorations, finishes, fixtures, walls, floors, ceilings, or any other physical property at the Job site that may occur during the course of the Job, except for damage caused solely and exclusively by EventStarts' gross negligence or willful misconduct.

Customer Responsible for Venue Damage. Customer is responsible for any damage to the venue, venue fixtures, or venue equipment caused by Customer Parties during the Job, including damage caused by Customer's guests, performers, attendees, or any other person admitted to the Job site by Customer. EventStarts shall not be responsible for venue damage charges imposed by the venue on Customer.

Part 9: Cancellation, Rescheduling, and Credits

Section 73. Binding Agreement and Non-Refundable Deposits

Binding Upon Approval. Upon approval of any proposal, estimate, or invoice issued by EventStarts (whether by signature, payment, email confirmation, or any other act of acceptance as described in Section 03), Customer enters into a binding agreement and accepts all terms outlined in this Agreement.

All Payments Non-Refundable. All payments made to EventStarts, including but not limited to deposits, security deposits, partial payments, full payments, and any other amounts paid by Customer, are non-refundable except as explicitly stated in this Part 9 or as otherwise specifically required by this Agreement.

Liquidated Damages, Not Penalty. The cancellation, rescheduling, and credit provisions set forth in this Part 9 represent fair and reasonable estimates of the damages incurred by EventStarts as a result of cancellation or rescheduling, including but not limited to lost business opportunities, reserved inventory, labor commitments, logistics planning, vendor commitments, sub-rental commitments, opportunity costs, and administrative costs. Such amounts are intended as liquidated damages and not as a penalty. Customer expressly acknowledges that EventStarts' actual damages from cancellation are difficult to calculate precisely, and that the amounts set forth in this Part 9 are a reasonable forecast of just compensation for the harm caused by cancellation.

Section 74. Standard Cancellation Policy with Tiered Liquidated Damages

Cancellation Fees Apply to Any Cancellation. In the event of cancellation of a confirmed Job for any reason, including but not limited to: Customer decision; Customer change of plans; venue issues; venue cancellation; scheduling conflicts; talent cancellation; Customer financial difficulties; loss of sponsorship; failure of underlying event; permit denial; or any external circumstances (other than weather, which is governed by Section 75), Customer agrees to pay EventStarts the following amounts as liquidated damages and not as a penalty, calculated as a percentage of the total contracted Contract Price:

Twenty-eight (28) or more days prior to event date: ten percent (10%) of total Contract Price.

Fourteen (14) to twenty-seven (27) days prior to event date: twenty percent (20%) of total Contract Price.

Seven (7) to thirteen (13) days prior to event date: thirty percent (30%) of total Contract Price.

Zero (0) to six (6) days prior to event date: fifty percent (50%) of total Contract Price.

Application to Total Order Value. Cancellation fees apply to the entire Contract Price including Equipment, Labor, trucking, services, and other charges, not merely to the Equipment portion.

Customer Acknowledgment. Customer acknowledges that these amounts represent a fair and reasonable estimate of damages incurred by EventStarts, including but not limited to lost business opportunities, reserved inventory, labor commitments, logistics planning, administrative costs, and lost capacity to accept other Jobs on the same dates.

Cancellation Effective When Received. A cancellation is effective only upon EventStarts' actual receipt of written notice of cancellation. Verbal cancellations, voicemails, text messages without confirmation, and notices delivered to unauthorized recipients shall not be effective. Calendar days are counted backward from the Event Date or Load In Date, whichever is earlier.

Pre-Production Costs Always Owed. Notwithstanding the tiered cancellation percentages set forth above, Customer shall additionally be responsible for any pre-production costs, custom fabrication costs, third-party rentals, sub-rentals, special orders, custom-built items, or any other costs that EventStarts has actually incurred or committed to in preparation for the Job, regardless of the cancellation tier. Such costs are governed by Section 80.

Section 75. Weather-Related Cancellations and Outdoor Events

Weather-Specific Cancellation Track. EventStarts recognizes that weather is a legitimate concern for outdoor events and provides a separate cancellation track for weather-related cancellations of outdoor events.

Notice Requirement. Any cancellation or reduction related to weather conditions or weather forecasts must be made in writing and received by EventStarts no later than forty-eight (48) hours prior to the scheduled Load In Date. Verbal weather concerns and text messages do not constitute formal notice.

Forty-Eight Hour Notice or More. If a weather-related cancellation is made forty-eight (48) hours or more prior to the scheduled Load In Date, the cancellation shall be governed by the tiered cancellation policy in Section 74 (not by this weather provision). The weather provision provides relief only inside the forty-eight (48) hour window.

Less Than Forty-Eight Hour Weather Cancellation. If a weather-related cancellation or reduction is made with less than forty-eight (48) hours notice but before EventStarts has departed its origination point and before 9:00 AM Eastern Time on the scheduled Load In Date, EventStarts may charge fifty percent (50%) of the agreed rental rate on the entire Job if cancelled, or fifty percent (50%) of the value of any cancelled or reduced items.

After Dispatch or 9:00 AM Trigger. If a weather-related cancellation or reduction is made after EventStarts has departed its origination point for delivery, load in, or set up, OR after 9:00 AM Eastern Time on the scheduled Load In Date, whichever occurs first, Customer shall be responsible for the full rental rate as if the Job had proceeded normally. At that point, EventStarts has committed labor, fuel, and logistics that cannot be recovered, and the full Contract Price is owed.

Weather Definition. "Weather" for purposes of this Section means precipitation, wind, lightning, extreme temperature, or other atmospheric conditions actually occurring or forecast by the National Weather Service for the Job location at the time of cancellation. Weather concerns based on speculation, mild discomfort, or non-extreme conditions do not qualify as legitimate weather cancellations.

Weather Cancellation Excludes Indoor Events. This weather provision applies only to outdoor events or events with significant outdoor components. Indoor events are not subject to weather cancellation relief and shall be governed by the standard cancellation policy in Section 74 regardless of weather.

Rescheduling Preferred Over Cancellation. EventStarts encourages Customers to reschedule weather-affected events rather than cancel them. If Customer reschedules a weather-affected event in compliance with Section 77, weather cancellation charges may be waived at EventStarts' sole discretion.

Section 76. Short-Notice Cancellation and Dispatch Trigger

Equipment-Versus-Labor Split for Last 72 Hours. As an alternative to the tiered cancellation policy in Section 74, for cancellations made within seventy-two (72) hours of the scheduled Load In Date, EventStarts may, at its sole discretion, apply the following equipment-versus-labor split:

Cancellation 24 to 72 hours before Load In: One hundred percent (100%) of personnel and labor costs are due, plus fifty percent (50%) of equipment costs are due.

Cancellation less than 24 hours before Load In: One hundred percent (100%) of all costs (Equipment, Labor, trucking, and other charges) are due.

EventStarts Discretion Between Tracks. EventStarts shall have sole discretion to apply either the standard tiered cancellation policy of Section 74 or the equipment-versus-labor split of this Section 76 to any cancellation made within seventy-two (72) hours of Load In. Customer is liable for whichever calculation EventStarts elects to apply.

Dispatch Trigger. Once EventStarts has dispatched its truck or crew from the EventStarts facility, the full Contract Price is owed regardless of any subsequent cancellation, reduction, or modification by Customer, except as specifically provided for weather under Section 75.

Section 77. Rescheduling Policy and Tiered Rescheduling Fees

Rescheduling Not Guaranteed. Rescheduling is not guaranteed and is granted solely at the discretion of EventStarts. Approval of any rescheduling request is subject to availability of Equipment, Labor, logistics, and operational capacity, and EventStarts retains the absolute right to deny any rescheduling request for any reason.

Tiered Rescheduling Fees.

(a) Twenty-one (21) or more days prior to event date: One (1) reschedule is permitted at no additional cost. This allowance is limited to one occurrence per Job. Any subsequent rescheduling shall be subject to the rescheduling fees below or treated as a cancellation.

(b) Ten (10) to twenty (20) days prior to event date: A ten percent (10%) rescheduling fee shall apply, calculated on the total Contract Price. Any deposit paid shall be applied to the new event date and remains strictly non-refundable.

(c) Seven (7) to nine (9) days prior to event date: Twenty percent (20%) of the total Contract Price is non-refundable. Any remaining deposit balance shall be converted into a non-refundable credit subject to Section 79.

(d) Zero (0) to six (6) days prior to event date: Thirty percent (30%) of the total Contract Price is non-refundable. Any remaining deposit balance shall be converted into a non-refundable credit subject to Section 79.

One Reschedule Maximum. Only one (1) reschedule is permitted per Job. Any additional changes to the rescheduled date shall be treated as a cancellation governed by Section 74.

Rescheduling Request in Writing. All rescheduling requests must be made in writing and received by EventStarts. Verbal requests are not valid.

Section 78. Rescheduling Conditions, 90-Day Window, and Limitations

Conditions for Rescheduling. All rescheduling requests must satisfy all of the following conditions:

(a) 90-Day Window. The new event date must occur within ninety (90) calendar days of the originally contracted event date.

(b) Equal or Greater Value. The rescheduled event must be of equal or greater total Contract Price than the original Job.

(c) Subject to Availability. All rescheduled Equipment, Labor, and Services are subject to actual availability of Equipment, personnel, logistics, and capacity on the new date. EventStarts makes no guarantee of availability for any alternate date.

(d) Same or Comparable Scope. The rescheduled Job must involve the same or substantially similar scope of Equipment and Services as the original Job. Substantial changes in scope may require treatment as a new Job.

(e) Same Customer. Rescheduling is permitted only for the same Customer; rescheduled Jobs cannot be transferred to a different person or entity.

Inability to Accommodate Treated as Cancellation. If EventStarts is unable to accommodate the requested new date for any reason, including unavailability of Equipment, Labor, or logistics, the rescheduling request shall be treated as a cancellation governed by Section 74, and the applicable cancellation fees shall apply based on the original event date.

Rescheduling Subject to Then-Current Pricing. Rescheduled Jobs are subject to EventStarts' then-current pricing, and any price increases between the original Order Confirmation Date and the rescheduled Job shall be borne by Customer.

Section 79. Credits Issued Under This Agreement

Use of Credits. Any credits issued by EventStarts under this Agreement, whether issued in connection with a rescheduling, a partial cancellation, a service issue, or any other circumstance, shall be subject to all of the following conditions:

(a) Twelve Month Expiration. All credits must be used within twelve (12) months from the original event date. Credits not used within twelve (12) months shall be forfeited and shall not be redeemable for cash, services, or any other consideration.

(b) Non-Refundable. Credits are non-refundable and may not be exchanged for cash, check, credit card refund, or any other monetary refund.

(c) Non-Transferable. Credits are non-transferable and may be used only by the Customer to whom they were issued. Credits may not be sold, assigned, gifted, or transferred to any other person or entity.

(d) EventStarts Services Only. Credits may be applied only to services provided directly by EventStarts. Credits cannot be used for third-party services, sub-rentals, custom fabrication, or any costs that EventStarts pays to third parties on Customer's behalf.

(e) Subject to Availability. Use of credits is subject to availability of Equipment, Labor, and Services on the dates Customer wishes to redeem the credit.

(f) Cannot Be Combined with Promotions. Credits cannot be combined with promotional discounts, package discounts, or other offers unless specifically permitted in writing by EventStarts.

Forfeiture. Failure to use issued credit within the specified time frame shall result in automatic forfeiture of such credit, and EventStarts shall have no obligation to extend, refund, or otherwise honor expired credits.

Section 80. Custom Orders, Third Party Costs, and Pre-Production Costs

Always Non-Refundable. Notwithstanding any other provision of this Agreement, any custom-fabricated items, special orders, third-party rentals, sub-rentals, custom-built scenic elements, custom programming, custom content, specialty consumables, or any other items or services secured specifically for the Customer or the Job are one hundred percent (100%) non-refundable once confirmed, regardless of cancellation, rescheduling, or any other change in Job status.

Recovery of Pre-Production Costs. In addition to standard cancellation fees, Customer shall be responsible for any pre-production costs that EventStarts has actually incurred or committed to in preparation for the Job, regardless of whether the Job ultimately takes place. Pre-production costs include but are not limited to: design fees; engineering fees; permit fees; venue deposits paid by EventStarts on Customer's behalf; talent or crew booking fees; vendor deposits; rental commitments to third parties; specialty equipment commitments; and any other costs incurred or committed before Job cancellation.

Documentation Available on Request. EventStarts will provide reasonable documentation of pre-production costs upon Customer's request, but Customer remains liable for such costs whether or not Customer requests documentation.

Section 81. Restocking Fees on Reductions

Restocking Fee for Short-Notice Reductions. Any reduction in the scope of a confirmed Job made within forty-eight (48) hours of the scheduled Load In Date shall be subject to a twenty percent (20%) restocking fee, calculated on the value of the items or services removed from the Job. This restocking fee is in addition to any other charges that may apply, including rush surcharges and partial cancellation charges.

Substantial Reductions Treated as Cancellation. Reductions exceeding fifty percent (50%) of the original Contract Price made at any time may be treated by EventStarts, at its sole discretion, as a full cancellation governed by Section 74. This prevents Customers from circumventing cancellation charges by retaining only a token portion of the Job.

No Allowance for Items Delivered But Not Used. No refund, credit, or reduction in charges shall be made for any Equipment that is delivered to or picked up by Customer but not actually used by Customer during the Rental Term. Customer pays for the Equipment that is rented, not the Equipment that is used.

Part 10: Default, Remedies, Repossession, and Recovery

Section 82. Events of Default

Default Defined. Customer shall be in default of this Agreement upon the occurrence of any one or more of the following events ("Events of Default"), each of which shall constitute a material breach of this Agreement:

(a) Non-Payment. Failure by Customer to make any payment when due under this Agreement, including but not limited to deposits, balances, change order charges, damage charges, late return charges, or any other amounts owed.

(b) Breach of Any Term. Failure by Customer to perform, observe, or comply with any covenant, term, condition, obligation, restriction, or duty set forth in this Agreement, whether material or otherwise.

(c) Failure to Cure. Failure by Customer to cure any breach within a reasonable time after notice from EventStarts (where such opportunity to cure is even provided, which it is not for many breaches under this Agreement).

(d) Insurance Lapse. Lapse, cancellation, non-renewal, or material reduction of any insurance required to be maintained by Customer under Part 7 of this Agreement.

(e) Misrepresentation. Any misrepresentation, false statement, omission, or inaccuracy by Customer in any application, credit information, communication, or any other statement made to EventStarts.

(f) Bankruptcy or Insolvency. Any of the following: (i) Customer files a voluntary petition in bankruptcy or for any relief under the Bankruptcy Code or any other insolvency law; (ii) an involuntary bankruptcy petition is filed against Customer; (iii) Customer makes a general assignment for the benefit of creditors; (iv) a receiver, trustee, custodian, or similar officer is appointed for Customer or any substantial part of Customer's assets; (v) Customer is adjudicated insolvent or unable to pay debts as they become due; (vi) Customer enters into any composition, arrangement, or workout with creditors; (vii) Customer ceases to do business or threatens to cease doing business; (viii) Customer dissolves, liquidates, or winds up; or (ix) any writ of attachment, execution, garnishment, or similar process is levied against any of Customer's assets and is not released or satisfied within ten (10) days.

(g) Loss of License or Authorization. Customer loses any license, permit, or authorization required to operate Customer's business or to use the Equipment for the Job purpose.

(h) Insecurity. EventStarts in good faith deems itself insecure with respect to Customer's ability or willingness to perform under this Agreement, including but not limited to changes in Customer's financial condition, business operations, ownership, or creditworthiness.

(i) Unauthorized Use, Sublease, or Removal. Customer's use of Equipment in violation of this Agreement, unauthorized sublease, unauthorized removal of Equipment from the permitted location, removal of Equipment from the United States, or any other unauthorized disposition of Equipment.

(j) Failure to Return Equipment. Failure by Customer to return any Equipment within twenty-four (24) hours after the Load Out Date or scheduled return time, with no communication.

(k) Chargeback or Payment Dispute. Any chargeback, payment dispute, or credit card challenge initiated by Customer in violation of Section 07.

(l) Third-Party Process. Issuance of any execution, writ, attachment, or other legal process against Customer or any of Customer's assets, including the Equipment, that is not released within ten (10) days.

(m) Any Other Material Breach. Any other material breach of this Agreement by Customer.

No Notice Required for Many Defaults. For the Events of Default that involve nonpayment, insurance lapse, bankruptcy, unauthorized use, removal, or chargebacks, EventStarts may exercise default remedies immediately without prior notice or opportunity to cure. For other Events of Default, EventStarts may provide notice and an opportunity to cure at its sole discretion, but is under no obligation to do so.

Section 83. Five-Part Default Remedies

Cumulative and Non-Exclusive. Upon the occurrence of any Event of Default, EventStarts may, in addition to all other remedies provided by this Agreement, by law, or in equity, exercise any one or more of the following remedies, with or without demand, notice, or legal process, and in any order EventStarts elects:

(a) Recover All Sums Due. Recover from Customer all sums then due under this Agreement, including but not limited to: unpaid rental charges; damage charges; replacement costs; late fees; interest; collection costs; attorney fees; and any other amounts owed. EventStarts may accelerate all amounts owed under any future or pending Job Orders and demand immediate payment of the full Contract Price for all such Job Orders.

(b) Repossess the Equipment. Repossess the Equipment from any location where it may be found, by entering Customer's premises if necessary, without liability for trespass or for any responsibility with respect to any articles or property left in or attached to the Equipment, and recover from Customer all damages sustained by EventStarts as a result of the repossession. The detailed self-help repossession provisions are set forth in Section 85.

(c) Recover Damages for Non-Performance. Recover from Customer any and all damages that EventStarts has sustained by reason of Customer's non-performance of any term or condition of this Agreement, including but not limited to: lost rental revenue; lost subsequent rental revenue; lost business opportunities; consequential losses suffered by EventStarts; and any other measurable damages.

(d) Retain All Prior Payments. Retain, free and clear from any claim by Customer, all payments, deposits, security deposits, and other amounts already received by EventStarts under this Agreement, as liquidated damages for Customer's default and not as a penalty.

(e) Recover All Enforcement Expenses. Recover from Customer all costs and expenses incurred by EventStarts in the protection, enforcement, and collection of its rights under this Agreement, including but not limited to: attorney fees (whether or not a legal action is filed); court costs; sheriff fees; constable fees; private investigator fees; collection agency fees; expert witness fees; locating costs; repossession costs; transportation costs for recovered Equipment; storage costs; repair and reconditioning costs for recovered Equipment; and any other costs reasonably incurred.

Termination of Agreement. EventStarts may, at its sole option, terminate this Agreement and any pending Job Orders upon any Event of Default, without further obligation to Customer. Termination by EventStarts shall not relieve Customer of any obligation to pay amounts owed or to perform other obligations that survive termination, including without limitation indemnification and confidentiality obligations.

No Duty to Mitigate. EventStarts shall have no duty to mitigate damages following Customer's default, although EventStarts may in its discretion attempt to mitigate. Any actual mitigation by EventStarts shall not reduce Customer's liability except to the extent of actual amounts recovered.

Section 84. Suspension of Performance and Remote Disable Rights

Right to Suspend Performance. Upon any Event of Default, EventStarts may immediately suspend any or all performance under this Agreement and any pending Job Orders, including but not limited to: ceasing delivery of Equipment; refusing to commence Services; ceasing Services already in progress; refusing to provide additional crew or Equipment; refusing to accept Change Orders; and refusing to honor pending quotes. Suspension of performance does not constitute termination of the Agreement and does not waive any other remedies.

Right to Refuse Future Performance. EventStarts may refuse to perform under any future Job Orders or to enter into new Job Orders with Customer until the Event of Default has been fully cured to EventStarts' satisfaction.

Remote Disable for Software-Controlled Equipment. For Equipment that is controlled by software, network connection, license keys, or remote access ("Software-Controlled Equipment"), EventStarts may, upon any Event of Default and in addition to all other remedies, remotely disable, lock out, deactivate, or otherwise render inoperable any such Equipment without prior notice. Customer hereby consents to such remote disable and waives any claim for damages, lost data, lost revenue, or other harm arising from EventStarts' exercise of this right. Remote disable does not relieve Customer of any obligation to pay amounts owed or to return Equipment.

Suspension Does Not Reduce Customer Liability. Customer remains fully liable for all amounts owed under this Agreement notwithstanding any suspension of EventStarts' performance. Customer shall not be entitled to any refund, credit, or reduction in charges based on EventStarts' suspension of performance for an Event of Default.

Section 85. Self-Help Repossession and Right of Entry

Customer Consent to Self-Help Repossession. Customer hereby grants to EventStarts the right and consent, upon any Event of Default, to enter any premises where the Equipment may be located (including Customer's premises, the Job site, the venue, any storage facility, or any other location), at any time, with or without notice to Customer, for the purpose of repossessing and removing the Equipment. This consent is irrevocable and survives any termination of this Agreement.

No Liability for Trespass. EventStarts and its agents shall have no liability to Customer or to any third party for trespass, conversion, or any other claim based on EventStarts' entry onto premises to repossess Equipment, provided that such entry is conducted without breach of the peace as required by applicable law. EventStarts shall have no responsibility with respect to any articles, property, or items left in or attached to the Equipment at the time of repossession, and may dispose of such items as EventStarts deems appropriate.

Without Breach of Peace. EventStarts shall conduct any self-help repossession in compliance with applicable New York law, including the requirement that such repossession be accomplished without breach of the peace. EventStarts shall not use force against persons, shall not enter locked dwellings without consent, and shall not engage in physical confrontation. Where peaceful self-help is not possible, EventStarts may pursue judicial remedies.

Cooperation Required. Customer agrees to cooperate with EventStarts in the repossession of Equipment, including but not limited to: providing access to premises; providing keys, badges, or codes necessary for access; identifying the location of Equipment; and not interfering with EventStarts' repossession efforts. Customer's failure to cooperate constitutes an additional material breach.

Costs of Repossession Borne by Customer. All costs of repossession, including but not limited to: travel; labor; vehicle costs; locksmith fees; security services; storage; repair of damage to repossessed Equipment; and all related expenses shall be borne by Customer and added to the amounts owed under this Agreement.

Customer Acknowledgment. Customer specifically acknowledges that this self-help repossession provision is enforceable under New York law for commercial transactions and that Customer has had the opportunity to review and agree to it.

Section 86. Bankruptcy, Insolvency, and Ipso Facto Termination

Non-Assignability. Neither this Agreement nor any Equipment subject to this Agreement is assignable or transferable by Customer, by operation of law or otherwise. Any attempted assignment by Customer, including involuntary assignment by operation of law, is null and void.

Bankruptcy Triggers. Upon any of the following events, EventStarts shall have the right, at its sole option, to immediately terminate this Agreement and exercise all default remedies set forth in this Part 10:

(a) Commencement of any proceeding by or against Customer under the Bankruptcy Code or any other federal, state, or foreign insolvency law;

(b) Adjudication of Customer as insolvent;

(c) Customer making any assignment for the benefit of creditors;

(d) A writ of attachment, execution, garnishment, or other process being levied on any Equipment or any of Customer's assets, that is not released or satisfied within ten (10) days;

(e) Appointment of a receiver, trustee, custodian, or similar officer to take possession or control of any item or items of the Equipment or of any substantial portion of Customer's assets;

(f) Any composition, arrangement, workout, or similar agreement between Customer and Customer's creditors;

(g) Customer ceasing to do business; or

(h) Customer's dissolution, liquidation, or winding up.

Equipment Not Asset of Estate. This Agreement is a true lease and not a sale, security interest, or any other transfer of ownership. The Equipment shall not be deemed an asset of Customer's bankruptcy estate. EventStarts retains absolute title to the Equipment at all times, and Customer has only the limited possessory right to use the Equipment for the Rental Term in accordance with this Agreement.

Immediate Termination Without Notice. Upon any of the events described in this Section, this Agreement shall, at EventStarts' option, immediately terminate without notice, and the Equipment shall not be treated as an asset of Customer or the bankruptcy estate. EventStarts shall be entitled to immediate possession of all Equipment, and may pursue all remedies set forth in this Part 10. EventStarts shall recover from Customer all costs and damages associated with the recovery of the Equipment.

Ipso Facto Acknowledgment. Customer acknowledges that this Section 86 contains "ipso facto" provisions that may be subject to limitation under Section 365 of the Bankruptcy Code. To the extent any provision of this Section is unenforceable in a bankruptcy proceeding, all other provisions shall remain in full force and effect, and EventStarts shall be entitled to exercise all rights and remedies that are enforceable. The provisions of this Section apply with full force and effect in any non-bankruptcy insolvency proceeding, including state court receivership, assignment for benefit of creditors, and similar proceedings.

Section 87. No Offset, Counterclaim, or Chargebacks

No Offset or Withholding. Customer agrees that all amounts due under this Agreement shall be paid in full without any offset, deduction, withholding, counterclaim, or recoupment of any kind. Customer waives any right to assert any claim, defense, counterclaim, setoff, or right of recoupment against any amounts owed to EventStarts, including any claim that Customer may have against EventStarts arising from this or any other transaction.

Independent Obligations. Customer's obligation to pay amounts owed to EventStarts is independent of any other obligation between the parties. Any dispute between the parties regarding the Equipment, Services, or this Agreement shall not entitle Customer to withhold, reduce, or delay any payment owed to EventStarts. Customer must pay all amounts owed and pursue any disputes separately.

No Chargebacks. Customer agrees not to initiate, file, or pursue any chargeback, payment dispute, or credit card challenge against any payment made to EventStarts. The chargeback waiver provisions of Section 07 are incorporated here by reference.

Material Breach. Any chargeback, payment dispute, or attempt by Customer to withhold, offset, or reduce payment in violation of this Section shall constitute a material breach of this Agreement and shall entitle EventStarts to all default remedies, including immediate termination, repossession, and acceleration of all amounts owed.

Section 88. Attorney Fees, Court Costs, and Collection Expenses

Customer Pays All Enforcement Costs. Customer hereby agrees to pay all of EventStarts' attorney fees, court costs, and other enforcement costs actually incurred by EventStarts in enforcing the terms and conditions of this Agreement, regardless of whether or not a legal action is filed. This includes but is not limited to: reasonable attorney fees for drafting demand letters, negotiating settlements, preparing complaints, conducting discovery, attending hearings, filing motions, attending trial, prosecuting appeals, and pursuing post-judgment collection; court filing fees; sheriff or constable fees for service of process; expert witness fees; deposition costs; transcript costs; investigation fees; and any other costs reasonably incurred in connection with enforcement.

Collection Expenses. Customer further agrees to pay all collection costs, collection agency fees, credit reporting fees, and any other expenses incurred by EventStarts in attempting to collect amounts owed under this Agreement, whether such collection is pursued in-house, by attorney, or through a collection agency.

Thirty Percent Collection Fee. In the event amounts owed by Customer are turned over to a collection agency or attorney for collection, Customer agrees to pay a collection fee equal to thirty percent (30%) of the amount owed, in addition to all other amounts owed, as compensation for collection efforts. This collection fee shall be reduced only to the extent required by applicable law.

Survival. Customer's obligation to pay attorney fees, court costs, collection expenses, and the collection fee shall survive any termination of this Agreement.

Section 89. Cumulative Remedies

All rights and remedies of EventStarts under this Agreement, at law, in equity, or otherwise, are cumulative and not exclusive. The exercise of any one or more rights or remedies shall not preclude or waive the exercise of any other rights or remedies. EventStarts may pursue any combination of remedies in any order, and the failure to pursue any remedy shall not be deemed a waiver of that remedy or of any other remedy.

Part 11: Intellectual Property, Confidentiality, and Content

Section 90. Intellectual Property Ownership by EventStarts

EventStarts IP. All intellectual property created, developed, conceived, or reduced to practice by EventStarts in connection with this Agreement, and all intellectual property incorporated by EventStarts into any Equipment, Services, or deliverables under this Agreement, shall be and remain the sole and exclusive property of EventStarts. This includes but is not limited to:

(a) All show files, programming files, control files, cue stacks, lighting files, video files, audio files, configuration files, presets, and macros created by EventStarts;

(b) All CAD drawings, stage plots, lighting plots, audio plots, video plots, rigging plans, structural plans, and technical diagrams created by EventStarts;

(d) All original content created by EventStarts including videos, animations, graphics, or designs;

(e) All technical documentation, manuals, instructions, training materials, and procedures developed by EventStarts;

(f) All trade secrets, know-how, processes, methods, and techniques developed or used by EventStarts;

(g) All trademarks, service marks, trade names, and logos of EventStarts;

(h) All copyrighted works created by EventStarts;

(i) All inventions, improvements, and discoveries made by EventStarts; and

(j) All other intellectual property, whether or not patentable, copyrightable, or trademarkable.

No Transfer to Customer. Customer acquires no right, title, or interest in or to any EventStarts intellectual property under this Agreement. Customer's use of the Equipment and Services does not grant any license to EventStarts intellectual property except the limited right to receive the benefit of the Services for the duration of the Job.

Section 91. Show Files, Programming, Custom Content, and Configuration Files

EventStarts Retains Show Files. All show files, programming files, control files, cue stacks, lighting cues, sound cues, video cues, presets, scenes, macros, and any other technical files created or developed by EventStarts in connection with the Job ("Show Files") shall remain the sole property of EventStarts. Customer shall have no right to access, copy, retain, modify, or use Show Files outside the scope of the specific Job for which they were created.

No Customer Right to Reuse. Customer shall not be entitled to receive copies of, or to reuse, Show Files for subsequent events, productions, or any other purpose, regardless of whether Customer paid for the development of such Show Files as part of the Contract Price. The development of Show Files is a service incidental to the Job and does not transfer any ownership rights.

Optional Show File License. EventStarts may, at its sole discretion and upon request, grant Customer a limited license to use specific Show Files for specific subsequent purposes, subject to such fees, terms, and conditions as EventStarts may require. Any such license must be in writing and signed by an authorized representative of EventStarts.

Erasure of Show Files. EventStarts may delete, modify, or overwrite Show Files at any time after the conclusion of the Job. Customer is responsible for documenting any specific configurations Customer wishes to preserve, and EventStarts shall have no obligation to maintain Show Files for any period after the Job.

Section 92. Customer Content Ownership and Film Rights

Customer Content Belongs to Customer. Subject to applicable third-party rights and the provisions of this Agreement, all videos, photographs, audio recordings, and other content created by Customer using the Equipment shall be the property of Customer. EventStarts claims no ownership interest in Customer's content created using rented Equipment.

Perpetuity License Acknowledgment. Where Customer is using the Equipment to capture or create content for film, television, audiovisual production, or commercial use, EventStarts acknowledges that Customer (or Customer's production company) has the right to use, reuse, distribute, exhibit, promote, advertise, and exploit such content in all manner and media now known or hereafter devised, in perpetuity, throughout the universe.

Customer Responsibility for Content. Customer is solely responsible for: (a) backing up all content created using the Equipment; (b) erasing all content from recording, storage, or computing Equipment prior to return; (c) compliance with copyright, trademark, and right of publicity laws applicable to Customer's content; and (d) any clearances, licenses, releases, or permissions required for Customer's use of the content. EventStarts is not responsible for any aspect of Customer's content beyond providing functional Equipment.

Trademark Acknowledgment. All product trademarks, including but not limited to brand names, logos, and product designations appearing on Equipment, are the property of their respective owners. Customer's use of the Equipment does not grant any rights in such trademarks.

Section 93. Copyright Compliance and Licensing

Customer Responsible for Licensing. EventStarts does not support and will not facilitate copyright infringement of any kind, including but not limited to public display, public performance, reproduction, distribution, or transmission of copyrighted material without proper authorization. Customer is solely responsible for obtaining all necessary licenses, permissions, and clearances for any copyrighted music, video, images, software, fonts, or other content used in connection with the Job, including ASCAP, BMI, SESAC, GMR, or other performance rights organization licenses where applicable.

EventStarts Right to Refuse. EventStarts reserves the right, at its sole discretion, to refuse rental of Equipment, refuse Services, or terminate the Job if Customer cannot provide proper documentation of licensing for use of copyrighted material, or if EventStarts has reason to believe Customer's use of the Equipment will infringe copyright or other intellectual property rights.

Customer Indemnity for IP Claims. Customer shall indemnify EventStarts for any third-party intellectual property claims arising from Customer's use of the Equipment, including but not limited to claims for copyright infringement, trademark infringement, right of publicity violation, defamation, or invasion of privacy. This indemnity is independent of and in addition to the general indemnification in Section 66.

Section 94. Confidentiality Obligations

Mutual Confidentiality. Each party shall treat as confidential, and shall not disclose to any third party or use except as permitted by this Agreement, all Confidential Information of the other party obtained in connection with this Agreement.

Definition of Confidential Information. "Confidential Information" includes all non-public information disclosed by one party to the other in connection with this Agreement, including but not limited to: pricing; quotes; proposals; business plans; marketing plans; sales information; customer lists; vendor relationships; trade secrets; equipment specifications; manuals; documentation; show files; technical files; designs; drawings; patterns; production data; engineering data; analytical techniques and processes; software; and any information that is identified or designated as confidential or proprietary at the time of disclosure, or that reasonably appears to be confidential or proprietary based on its nature and the circumstances of disclosure.

Permitted Disclosures. Confidential Information may be disclosed only: (a) to employees, agents, contractors, and professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Section; (b) as required by law, court order, or governmental authority, with prior notice to the disclosing party where legally permitted; and (c) with the prior written consent of the disclosing party.

No Use Outside Agreement. Each party shall use Confidential Information of the other party only for purposes of performing under this Agreement, and not for any other purpose, including not for competitive purposes.

Return on Termination. Upon termination of this Agreement or upon request by the disclosing party at any time, the receiving party shall promptly return or destroy all Confidential Information of the disclosing party in its possession, in any medium, and shall certify such return or destruction in writing if requested.

Survival. Confidentiality obligations shall survive termination of this Agreement for a period of five (5) years, or for the duration of any trade secret protection if longer.

Equitable Remedies. Customer acknowledges that breach of confidentiality obligations may cause irreparable harm to EventStarts for which monetary damages would be inadequate, and that EventStarts shall be entitled to seek injunctive relief and other equitable remedies in addition to monetary damages for any breach.

Section 95. Data Erasure on Recording Equipment

All recording, storage, computing, and content-creation Equipment, including but not limited to cameras, video recorders, audio recorders, hard drives, memory cards, laptops, tablets, smartphones, and any other devices that store or record content, must be erased and reset by Customer before return. EventStarts may, at its discretion and without notice to Customer, erase, format, reset, or wipe any such Equipment upon return without obligation to preserve any content, files, settings, or data. Customer waives any and all claims against EventStarts related to such erasure and acknowledges that Customer is solely responsible for backing up content prior to return.

Part 12: Force Majeure and Excuse of Performance

Section 96. Force Majeure Events and Comprehensive Definition

Force Majeure Excuses Performance. EventStarts shall not be liable for any failure, delay, or non-performance of any obligation under this Agreement to the extent such failure, delay, or non-performance arises from or is related to a Force Majeure Event, and any such failure, delay, or non-performance shall not constitute a breach of this Agreement.

Comprehensive Definition. A "Force Majeure Event" means any event or circumstance beyond EventStarts' reasonable control, including but not limited to:

(a) Acts of God and Natural Events. Acts of God; weather conditions including storms, hurricanes, tornadoes, blizzards, ice storms, floods, droughts, lightning, hail, extreme temperatures, and severe wind; natural disasters including earthquakes, volcanic activity, tsunamis, landslides, and wildfires.

(b) Fire, Flood, and Catastrophe. Fire, flood, water damage, smoke, explosion, and other catastrophic events.

(c) War and Civil Unrest. War, declared or undeclared; armed conflict; invasion; acts of foreign enemies; hostilities; civil war; rebellion; revolution; insurrection; military action; terrorism; acts of terrorism; threats of terrorism; sabotage; civil unrest; riots; civil commotion; protests; demonstrations; public disorder; and emergency declarations.

(d) Government and Regulatory Action. Acts of any governmental authority including federal, state, local, or foreign governments; laws, regulations, orders, decrees, or judgments of any court or commission; emergency declarations; martial law; quarantines; embargoes; trade restrictions; sanctions; license revocations; and any other governmental action.

(e) Labor Disputes. Strikes; lockouts; work stoppages; labor disputes; jurisdictional disputes; union organizing actions; and other labor actions, whether involving EventStarts' employees or any third party.

(f) Pandemic and Public Health. Pandemic; epidemic; disease outbreak; public health emergency; quarantine; isolation order; vaccination requirement; testing requirement; capacity limitation; gathering restriction; and any other public health measure or order.

(g) Supply Chain and Materials. Shortage or unavailability of materials, equipment, fuel, parts, components, or supplies; shortage or unavailability of transportation; carrier delays; supplier failures; and supply chain disruptions.

(h) Utility Failures. Power failures; brownouts; blackouts; surges; electrical disturbances; loss of internet connectivity; loss of telecommunications; loss of utility services; and any other utility failure or interruption.

(i) Permits and Licenses. Delay in obtaining, denial of, or revocation of any permit, license, certificate, or approval required for the Job, regardless of which party is responsible for obtaining such permit.

(j) Hazardous Materials. The discovery of asbestos, lead paint, mold, hazardous chemicals, biological hazards, structural defects, or other hazardous or unsafe conditions at the Job site, whether known or unknown prior to the Job.

(k) Vandalism and Theft. Vandalism, theft, sabotage, malicious damage, or criminal activity by third parties not under EventStarts' control.

(l) Site and Venue Issues. Job site or venue conditions not reasonably foreseeable, including unsafe conditions, structural concerns, access restrictions, capacity issues, and venue cancellation by venue management.

(m) Cyber Events. Cyberattacks; computer viruses; ransomware; denial of service attacks; data breaches; loss or corruption of data; and any other cyber security incident.

(n) Transportation Disruptions. Transportation strikes; airline cancellations; airport closures; road closures; bridge closures; tunnel closures; traffic accidents on transportation routes; and any other transportation disruption.

(o) Customer Default. Any default, breach, failure to perform, or failure to provide required cooperation by Customer.

(p) Any Other Cause Beyond Reasonable Control. Any other cause, condition, or circumstance beyond EventStarts' reasonable control, whether similar or dissimilar to the foregoing, and whether or not foreseeable.

Section 97. Police, Venue Management, and Regulatory Shutdowns

Specifically Included as Force Majeure. Without limiting the generality of Section 96, the following are specifically deemed Force Majeure Events excusing EventStarts' performance:

(a) Police Intervention. Intervention by police, fire department, sheriff, marshal, or any other law enforcement or emergency services, for any reason including but not limited to: noise complaints; capacity violations; permit issues; safety concerns; criminal activity; civil unrest; or evacuation orders. EventStarts shall not be liable for any inability to perform or any cessation of Services resulting from law enforcement intervention.

(b) Venue Management Shutdown. Any decision by venue management, venue ownership, venue security, or any other party with authority over the venue to: shut down the event; restrict access to the venue; impose new requirements on Customer or EventStarts; cancel the booking; or take any other action that prevents EventStarts from performing under this Agreement.

(c) Regulatory Inspection or Closure. Any inspection, closure, or restriction by health departments, fire marshals, building inspectors, occupational safety regulators, or any other regulatory authority.

(d) Emergency Evacuation. Any emergency evacuation of the venue or surrounding area for any reason.

Customer Remains Liable. When performance is prevented by police intervention, venue management shutdown, regulatory action, or emergency evacuation that does not result from EventStarts' fault, Customer shall remain liable for the full Contract Price as if the Job had proceeded normally, except as specifically modified by Section 100.

Section 98. Suspension of Performance During Force Majeure

Performance Suspended. EventStarts' obligations under this Agreement shall be suspended for the duration of any Force Majeure Event affecting EventStarts' ability to perform. Such suspension shall not constitute a breach of this Agreement.

Reasonable Efforts to Resume. EventStarts shall use reasonable efforts to resume performance as soon as the Force Majeure Event has ended, subject to availability of Equipment, personnel, logistics, and other practical considerations.

No Obligation to Provide Substitute Performance. EventStarts is not obligated to provide substitute Equipment, alternate locations, alternate dates, or substitute Services during or after a Force Majeure Event. Any such accommodation shall be at EventStarts' sole discretion and may be subject to additional charges.

Section 99. Customer Obligations During Force Majeure

Payment Obligations Continue. A Force Majeure Event affecting EventStarts' ability to perform does not relieve Customer of any payment obligation for performance already rendered or for amounts already due under this Agreement. Customer remains liable for: (a) the value of all Equipment delivered before the Force Majeure Event; (b) all Labor and Services performed before the Force Majeure Event; (c) all expenses incurred by EventStarts before the Force Majeure Event; and (d) any non-refundable deposits, custom orders, third-party rentals, and pre-production costs.

Equipment Already Installed. If Equipment has been delivered to the Job site or installed before the Force Majeure Event, Customer shall remain liable for the full Contract Price for such Equipment, including continuing rental charges through the originally scheduled Load Out Date or until EventStarts is able to retrieve the Equipment, whichever is later. The risk of loss for installed Equipment remains with Customer during any Force Majeure Event.

Customer Cooperation. Customer shall cooperate with EventStarts in any efforts to mitigate the impact of a Force Majeure Event, including but not limited to: providing reasonable access to retrieve Equipment; providing alternate dates for completion of Services where feasible; and not interfering with EventStarts' efforts to protect or recover Equipment.

Section 100. Force Majeure and Cancellation Interaction

Force Majeure as Customer Cancellation. If a Force Majeure Event causes Customer to cancel the Job, the cancellation shall be governed by the standard cancellation policy in Section 74 and the weather provisions in Section 75 as applicable. Customer cannot avoid cancellation charges by characterizing a cancellation as force majeure.

Force Majeure Affecting EventStarts. If a Force Majeure Event prevents EventStarts from performing under this Agreement, EventStarts may, at its sole discretion: (a) suspend performance until the Force Majeure Event has ended; (b) reschedule the Job for a later date subject to availability and at then-current pricing; (c) provide a credit for amounts paid that have not been earned, subject to the credit terms in Section 79; or (d) terminate the Job and refund any amounts paid that have not been earned, less non-refundable deposits, custom orders, third-party rentals, and pre-production costs as set forth in Section 80.

No Damages from Force Majeure. Neither party shall be liable to the other for any damages, losses, or claims arising from a Force Majeure Event, except for amounts owed for performance already rendered.

Section 101. Assignment by Customer Prohibited

No Assignment by Customer. This Agreement and Customer's rights, duties, and obligations under it shall not be assignable, transferable, sublicensable, or delegable by Customer to any other person or entity, whether voluntarily, involuntarily, by operation of law, by merger, by sale of assets, by change of control, or otherwise, without EventStarts' prior written consent, which consent may be granted or withheld at EventStarts' sole discretion. Any attempted assignment, transfer, sublicense, or delegation by Customer in violation of this Section shall be null, void, and of no effect, and shall constitute a material breach of this Agreement.

Change of Control. A change of control of Customer (including any merger, acquisition, sale of substantially all assets, or transfer of more than fifty percent (50%) of the equity or voting power of Customer) shall be deemed an attempted assignment requiring EventStarts' prior written consent.

Customer Remains Primarily Liable. Even with EventStarts' consent to any assignment, Customer shall remain primarily, fully, and unconditionally liable for all obligations under this Agreement, jointly and severally with any assignee, unless EventStarts specifically releases Customer in writing.

Section 102. Assignment by EventStarts Permitted

EventStarts May Assign. EventStarts may, at its sole discretion and without notice or consent from Customer, assign, transfer, subcontract, or delegate any of its rights or obligations under this Agreement to any person or entity, including but not limited to: parent companies; subsidiaries; affiliates; successors; purchasers of EventStarts' business or assets; lenders; factoring companies; collection agencies; and qualified subcontractors.

Direction of Payments. If EventStarts assigns its right to receive payments under this Agreement, EventStarts may direct Customer to make all future payments to the assignee at the assignee's designated address, and Customer agrees to comply with such direction without dispute.

Subcontracting. EventStarts may subcontract all or any portion of its obligations under this Agreement to qualified third parties at EventStarts' discretion. EventStarts remains responsible for the performance of its obligations through such subcontractors.

Section 103. Entire Agreement and Integration

Complete and Exclusive Agreement. This Agreement, together with the Job Order, proposal, estimate, invoice, work order, and any exhibits, schedules, or written amendments executed by both parties, constitutes the complete and exclusive agreement between EventStarts and Customer with respect to the Equipment, Services, and Job covered, and supersedes all prior and contemporaneous agreements, communications, negotiations, representations, understandings, proposals, and discussions, whether written or oral, between the parties relating to the subject matter of this Agreement.

No Reliance on Outside Statements. Customer acknowledges that Customer has not relied on any statement, representation, warranty, promise, or assurance made by EventStarts or any EventStarts representative outside the four corners of this Agreement, and that no such outside statement shall be binding on EventStarts.

Integration. This Agreement is fully integrated and represents the final expression of the parties' agreement. No prior or contemporaneous oral or written statements, communications, or representations are part of this Agreement except to the extent explicitly incorporated.

No Implied Modifications. No course of dealing, course of performance, trade usage, prior accommodation, or informal practice between the parties shall modify, supplement, or supersede any term of this Agreement.

Section 104. Conflicts with Customer Documents and Rider Priority

This Agreement Controls. In the event Customer delivers to EventStarts any purchase order, master services agreement, vendor agreement, terms and conditions, work authorization, statement of work, or other document containing terms that differ from, conflict with, or attempt to modify this Agreement ("Customer Documents"), the terms of this Agreement shall control and govern the relationship between the parties. No terms contained in any Customer Documents shall modify, supersede, or take precedence over this Agreement.

Pre-Printed Terms Have No Effect. Any pre-printed terms, boilerplate language, standard terms and conditions, or shrinkwrap or clickwrap terms contained in or attached to any Customer Documents shall have no effect on this Agreement and shall not bind EventStarts in any way, regardless of whether EventStarts signs, acknowledges, processes, or otherwise interacts with such Customer Documents. EventStarts' acceptance of payment, processing of a purchase order, or other action shall not constitute acceptance of any conflicting terms.

Specifically Rejected Terms. Without limiting the generality of the foregoing, EventStarts specifically rejects and shall not be bound by any terms in Customer Documents that attempt to: (a) grant Customer exclusive use rights to Equipment; (b) provide that no rental charges accrue during equipment downtime or repair; (c) stop rental charges from accruing during return windows; (d) allow Customer to retain Equipment indefinitely without payment during force majeure; (e) grant Customer an unlimited right to cancel for any reason with full refund; (f) impose ongoing fitness or performance warranties on EventStarts beyond the moment of delivery; (g) allow Customer to perform self-help maintenance and charge back the cost without prior notice and opportunity to cure; (h) cap Customer's damage liability at the lower of an estimate or stated value; (i) carve out damage caused by EventStarts' "prior neglect" or "inadequate maintenance" without specific evidence; (j) impose asymmetric indemnification on EventStarts; (k) waive EventStarts' right to seek injunctive relief; (l) provide for pro-rata refunds on termination for any reason; (m) modify EventStarts' insurance requirements; (n) modify EventStarts' liability cap; (o) modify EventStarts' choice of law or venue; (p) modify EventStarts' jury waiver; (q) extend payment terms beyond what this Agreement provides; (r) allow Customer to offset, deduct, or withhold payments; or (s) any other term that reduces EventStarts' rights or increases EventStarts' obligations under this Agreement.

Modification Only by Negotiated Amendment. Any modification of this Agreement to accommodate terms requested by Customer must be negotiated and documented as a separate written amendment specifically referencing this Agreement and signed by an authorized representative of EventStarts. The mere acceptance, receipt, processing, or filing of Customer Documents does not constitute negotiation, agreement, or acceptance of any conflicting terms.

Order of Precedence. In the event of any conflict between or among the documents constituting this Agreement, the order of precedence shall be: (a) any written amendment specifically modifying this Agreement, signed by an authorized representative of EventStarts; (b) the Job Order or Order; (c) these Terms and Conditions; (d) any exhibit or schedule attached to and referenced in this Agreement; (e) the proposal, estimate, or invoice; and (f) any other document. Customer Documents are not part of the order of precedence and have no binding effect.

Section 105. Modifications Only in Writing

Written Amendments Required. This Agreement may not be modified, amended, supplemented, terminated, or waived except by a written instrument that: (a) specifically references this Agreement; (b) clearly states the modification, amendment, supplement, termination, or waiver; and (c) is signed by an authorized representative of both Customer and EventStarts.

No Oral or Informal Modifications. No oral statement, email exchange, text message, voicemail, conversation, course of dealing, or course of performance shall modify this Agreement. Any party seeking to modify this Agreement must obtain a written amendment as described above.

Authority Required for EventStarts. Modifications to this Agreement on behalf of EventStarts may only be made by individuals specifically designated by EventStarts as having authority to modify the Terms and Conditions. Field crew, technicians, account representatives, and other EventStarts personnel are not authorized to modify this Agreement, and any statements or commitments by such personnel that are inconsistent with this Agreement shall have no effect.

Section 106. Governing Law and Exclusive Venue

New York Law. This Agreement, and all rights, obligations, and disputes arising out of or relating to this Agreement, the Equipment, the Services, the Job, or the relationship between the parties, shall be governed by, construed under, and enforced in accordance with the laws of the State of New York, without regard to its conflict of laws principles or rules.

Exclusive Venue in Nassau County. The parties agree that any action, suit, proceeding, claim, counterclaim, or dispute arising out of or relating to this Agreement, the Equipment, the Services, the Job, or the relationship between the parties shall be brought exclusively in the state or federal courts located in Nassau County, New York. Each party hereby irrevocably submits to the personal jurisdiction of such courts and waives any objection to such venue based on forum non conveniens, lack of personal jurisdiction, improper venue, or any other ground.

Waiver of Other Venues. Customer expressly waives any right to bring any action, suit, proceeding, claim, or counterclaim in any other forum, jurisdiction, or venue, regardless of where Customer resides, where Customer's principal place of business is located, where the Job is performed, where the Equipment is located, or any other factor.

Service of Process. Customer consents to service of process by certified mail, return receipt requested, or by any other method permitted by applicable law, at the address provided by Customer to EventStarts.

Section 107. Jury Trial Waiver

MUTUAL WAIVER OF JURY TRIAL. EACH OF EVENTSTARTS AND CUSTOMER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, COUNTERCLAIM, OR DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE EQUIPMENT, THE SERVICES, THE JOB, OR THE RELATIONSHIP BETWEEN THE PARTIES, REGARDLESS OF WHETHER SUCH ACTION SOUNDS IN CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY.

ACKNOWLEDGMENT. Each party acknowledges that this jury trial waiver: (a) is a material inducement for the other party entering into this Agreement; (b) has been made knowingly and voluntarily; (c) has been made after the opportunity to consult with legal counsel; and (d) is intended to be enforceable to the fullest extent permitted by applicable law. In the event a court of competent jurisdiction finds this waiver unenforceable as to any specific claim, the waiver shall remain enforceable as to all other claims.

Section 108. Statute of Limitations Shortening

Ninety Day Notice of Claim. Customer shall notify EventStarts in writing of any claim against EventStarts arising out of or relating to this Agreement, the Equipment, the Services, or the Job within ninety (90) calendar days after the date on which Customer first becomes aware of the facts giving rise to such claim. Failure by Customer to provide such written notice within the ninety (90) day period shall constitute Customer's irrevocable waiver of such claim, and Customer shall be barred from bringing any action or seeking any remedy based on such claim.

One Year Action Filing Deadline. Any action, suit, proceeding, or claim by Customer against EventStarts arising out of or relating to this Agreement, the Equipment, the Services, or the Job must be commenced and filed within one (1) year after the date on which the cause of action accrued. Customer expressly agrees that this one-year limitation period is a contractual shortening of any longer statute of limitations that might otherwise apply, and Customer waives any right to bring any action after the expiration of the one-year period. Any action filed by Customer after the expiration of the one-year period shall be barred and dismissed.

EventStarts Claims. EventStarts shall have the full statute of limitations period available under New York law for any claim by EventStarts against Customer.

Section 109. Notices

Method of Notice. All notices, demands, requests, consents, or other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered by any of the following methods:

(a) Email: When sent to the email address provided by the receiving party, with delivery confirmation or read receipt where available; provided that emails to spam folders or returned as undeliverable do not constitute valid delivery.

(b) Personal Delivery: When personally delivered to the receiving party or its authorized representative.

(c) Certified Mail: Three (3) business days after deposit in the United States Mail, certified, return receipt requested, with postage prepaid, addressed to the receiving party at the address provided to the sending party.

(d) Overnight Courier: One (1) business day after deposit with a nationally recognized overnight courier service for next-business-day delivery.

(e) Facsimile: When sent by facsimile to the number provided by the receiving party, with confirmation of successful transmission.

Address for Notices to EventStarts. Notices to EventStarts shall be sent to:

R.E.C. Promo, LLC dba EventStarts [Address] Nassau County, New York Email: [info@eventstarts.com or as designated]

Address for Notices to Customer. Notices to Customer shall be sent to the address and email provided by Customer on the Job Order or otherwise designated in writing.

Updated Addresses. Each party shall promptly notify the other of any change in its notice address. Until updated notice is provided, notice to the previously designated address shall be effective.

Section 110. Severability

Invalidity of One Provision. If any provision of this Agreement, or the application of such provision to any person or circumstance, is held to be invalid, illegal, unenforceable, or void for any reason by any court of competent jurisdiction or by any applicable law, such invalidity, illegality, unenforceability, or voidness shall not affect: (a) the remaining provisions of this Agreement; (b) the application of such provision to other persons or circumstances; or (c) the application of any other provision to such persons or circumstances.

Reformation. The parties intend that any invalid, illegal, or unenforceable provision shall be reformed by the court, to the extent permitted by law, so as to give effect to the parties' intent in the most enforceable manner possible. If reformation is not possible, the invalid, illegal, or unenforceable provision shall be deemed severed from this Agreement, and the remaining provisions shall continue in full force and effect as if the severed provision had never been part of this Agreement.

Material Provisions Acknowledgment. The parties acknowledge that each provision of this Agreement, including the limitations of liability, indemnification, choice of law, venue, jury waiver, and other protective provisions, is material to EventStarts' willingness to enter into this Agreement at the prices charged. To the extent any such provision is held unenforceable, the parties shall negotiate in good faith to replace it with a valid provision that achieves the same economic and legal effect to the maximum extent permissible.

Section 111. No Waiver by Course of Conduct

No Waiver by Failure to Enforce. No failure or delay by EventStarts in exercising any right, power, or remedy under this Agreement shall operate as a waiver of such right, power, or remedy. No single or partial exercise of any right, power, or remedy by EventStarts shall preclude any other or further exercise of such right, power, or remedy or the exercise of any other right, power, or remedy.

Waiver Must Be in Writing. No waiver of any provision of this Agreement shall be effective unless in writing and signed by an authorized representative of EventStarts. A waiver by EventStarts of any specific breach or default shall not be deemed a waiver of any other or subsequent breach or default of the same or any other provision.

Selective Enforcement Right. EventStarts reserves the right, at its sole discretion, to selectively enforce or waive any term of this Agreement on a case-by-case basis without establishing precedent or waiving any other term. EventStarts' decision to waive enforcement of any term as to one Customer or one Job does not entitle any other Customer or Job to similar treatment, and EventStarts may continue to enforce the same term against other Customers or Jobs.

No Course of Dealing. No course of dealing, course of performance, trade usage, prior accommodation, or informal practice between the parties shall constitute a waiver of any provision of this Agreement or modify any obligation of either party.

Section 112. Headings and Interpretation

Headings for Convenience Only. The headings, captions, and section numbers in this Agreement are for convenience and reference only and shall not affect the interpretation or construction of any provision.

Construction Rules. This Agreement shall be construed: (a) according to its fair meaning; (b) without strict construction against either party; (c) without any presumption against the drafter; (d) as a fully integrated, arms-length business agreement between sophisticated parties; (e) with capitalized terms having the meanings given in Section 01 or as otherwise defined; and (f) with words of any gender including all genders, and singular including plural and vice versa, as the context requires.

No Strict Construction Against EventStarts. Notwithstanding any common law rule of contract construction that ambiguities should be construed against the drafter, the parties expressly agree that this Agreement shall not be construed against EventStarts solely because EventStarts drafted it. Customer acknowledges that Customer has had the opportunity to review this Agreement, to seek legal counsel if desired, and to negotiate any provisions Customer wished to negotiate.

Section 113. Counterparts and Electronic Signatures

Counterparts. This Agreement and any amendments or related documents may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

Electronic Signatures. This Agreement and any amendments may be executed and delivered by electronic signature, electronic transmission (including facsimile, email, or e-signature platforms such as DocuSign or Adobe Sign), or other electronic means, and such electronic signatures and transmissions shall be deemed valid, binding, and enforceable to the same extent as original signatures on paper documents.

Acceptance by Conduct. As set forth in Section 03, this Agreement may also be accepted by Customer through actions other than signature, including payment, accepting delivery, allowing Services to begin, or using Equipment. Customer's acceptance by conduct is fully binding regardless of whether Customer has signed any document.

Section 114. Survival Clause

Sections That Survive Termination. The following provisions of this Agreement shall survive the expiration, completion, cancellation, or termination of this Agreement and shall continue in full force and effect for the maximum period permitted by applicable law:

Section 06 (Payment Terms and Methods), to the extent payment obligations remain outstanding; Section 07 (Credit Card Authorization and Chargeback Waiver); Section 14 through 16 (Damaged, Lost, and Late Equipment provisions); Section 31 (Customer Materials, Personal Property, and Data Responsibility); Sections 47 through 53 (Risk of Loss, Damage, Loss, and Recovery); Sections 54 through 62 (Insurance Requirements); Section 63 (Warranty Disclaimer); Sections 64 through 65 (Limitation of Liability and Exclusion of Damages); Sections 66 through 72 (Indemnification, Survival, and Data Loss); Sections 73 through 81 (Cancellation, Rescheduling, and Credits, to the extent obligations remain outstanding); Sections 82 through 89 (Default, Remedies, Repossession, Bankruptcy, No Offset, Attorney Fees); Sections 90 through 95 (Intellectual Property and Confidentiality); Section 100 (Force Majeure and Cancellation Interaction); Section 104 (Conflicts with Customer Documents); Section 106 (Governing Law and Venue); Section 107 (Jury Trial Waiver); Section 108 (Statute of Limitations Shortening); and Any other provision that by its nature is intended to survive termination.

Section 115. Acknowledgment and Binding Effect

Customer Acknowledgment. By approving any proposal, estimate, or invoice issued by EventStarts; by submitting any payment, deposit, or credit card authorization to EventStarts; by accepting delivery of any Equipment; by allowing any EventStarts Personnel to begin any Services; by any use, operation, or installation of Equipment or Services; or by any other act of acceptance as set forth in Section 03, Customer acknowledges and represents to EventStarts that:

(a) Customer has read this Agreement in its entirety;

(b) Customer has had the opportunity to review this Agreement with legal counsel of Customer's choosing;

(d) Customer agrees to all terms and conditions of this Agreement without modification, exception, or reservation;

(e) Customer has the legal authority to enter into this Agreement and to bind Customer's principal if Customer is acting as agent;

(f) The information Customer has provided to EventStarts is accurate, complete, and current;

(g) Customer is entering into this Agreement freely, voluntarily, and with full knowledge of its terms; and

(h) Customer waives any defense to enforcement of this Agreement based on lack of knowledge, lack of understanding, or lack of opportunity to review.

Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

Final Acknowledgment. By providing payment and/or taking possession of any rented Equipment, by accepting any Services, or by any other act of acceptance under this Agreement, Customer agrees to all the terms and conditions of this EventStarts (R.E.C. Promo, LLC) Rental and Services Terms and Conditions Agreement.

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