DEFINITIONS
- HUSHconcerts, a California corporation providing the services specified in this engagement may be referred to as LESSOR
- The party receiving the services specified on the INVOICE of this agreement is heretofore referred to as the CLIENT or LESSEE.
- HUSHconcerts property referred to in this agreement is heretofore referred to as GEAR or EQUIPMENT.
- Some terms refer to goods & services whose types, amounts, times, and financial details are specified on the INVOICE of this contract. This attached INVOICE is an integral and binding part of the overall agreement between LESSOR and CLIENT.
CONTRACT TERMS & CONDITIONS
1. PERMISSION TO USE EQUIPMENT: HUSHconcerts agrees to rent the equipment specified on the invoice of this contract to the client for the time period specified on the INVOICE.
1.1. LENGTH of RENTAL / NUMBER of USES: HUSHconcerts permits the client to use the specified HUSHconcerts equipment only for the length of time, and/or number of uses specified on the INVOICE.
1.2. RETURNS: In the case that HUSHconcerts staff is not on-site the client agrees to return HUSHconcerts’ equipment within one business day of the specified engagement. Client will ship this equipment, deliver it to specified shipping company, return or deliver it in-person to HUSHconcerts office/personnel within one business day of the engagement.
1.3. SURCHARGES: If client does not return HUSHconcerts equipment (specified in section 1.2) within one business day of the engagement, HUSHconcerts reserves the right to apply additional fees for each additional day beyond one business day. The rate of the surcharge will equal the rental day-rate for each item specified on the face page of this contract.
1.4. DELIVERY/PICKUP: In instances where HUSHconcerts is hired to deliver or pick up gear, the client will make best effort to pack gear and make it available for pickup at a time specified by HUSHconcerts staff. If the gear is not available for pickup at the time/location specified by HUSHconcerts staff, then HUSHconcerts reserves the right to apply surcharges as specified in section 1.3.
1.5. PAYMENTS: Monies collected via credit card or online payment incur a processing fee of 3%. This fee can be optionally waived by HUSHconcerts if ACH is authorized for payment or check payment is arranged with your Account Manager.
2. CONFIRMATION of RESERVATIONS: A client’s reservation is considered confirmed only when HUSHconcerts has received a signed contract agreement as well as payment of the amount specified on the INVOICE of this contract.
3. CANCELLATION TERMS: Either party may, without penalty, cancel a confirmation by written notice, 30 days or more before the engagement.
3.1. CLIENT CANCELLATION WITHIN 30 DAYS of ENGAGEMENT: If a client cancels as confirmed engagement for convenience i.e. other than for HUSHConcerts breach or due to a force majeure event within 29 days or less to the date specified in the INVOICE of this contract, the client forfeits all deposits already paid. Client will immediately return any HUSHconcerts equipment or be subject to surcharges specified in section 1.4. If client cancels a confirmed engagement for convenience, but no deposit monies have been paid, HUSHconcerts reserves the right to retain deposits for any canceled performance for credit of future performance with client.
3.2. CANCELLATION DURING ENGAGEMENT: If client cancels after gear is shipped/delivered, client will pay full contracted amount.
3.3. POSTPONEMENT: If the client postpones or changes the date of a confirmed engagement and said change conflicts with the availability of HUSHconcerts equipment, the contract will be treated as a cancelled show and the client is subject to forfeiture of all deposits paid.
DAMAGE/LOSS to HUSHconcerts EQUIPMENT: Client agrees that while HUSHconcerts equipment is in client’s possession, it is the client’s sole responsibility to prohibit loss or damage to HUSHconcerts equipment. While HUSHconcerts staff may on some occasions advise or assist a client, the client acknowledges that the client is solely responsible for their own event layout, security, site operations and production and thereby accept full responsibility for any loss or damage of HUSHconcerts gear once said gear is delivered. Upon delivery, the client has the right to inspect the equipment and point out any problems to the HUSHconcerts representative in advance of their event.
Lost/Stolen Gear: Client agrees to compensate HUSHconcerts at amount equal to replacement value for all lost or stolen equipment.
Equipment Not Returned to HUSHconcerts within 10 days past the event shall be considered lost/stolen and the client shall be considered 100% liable. HUSHconcerts shall then be entitled to charge full replacement value for the equipment, plus a 10% convenience fee of the gross sale.
Damaged Gear: Client agrees to compensate HUSHconcerts at an amount equal to the replacement value for all HUSHconcerts equipment that is damaged beyond normal wear-and-tear. This typically includes instances where the gear is physically snapped or destroyed or water damaged either by the client, their staff, or one of their guests or attendees. This does not include normal degradation of batteries, mechanical issues which are considered normal wear and tear. Gear damaged in shipping should be pointed out to HUSHconcerts representative during client’s pre-event inspection.
4. LIABILITY: Each party agrees to indemnify and hold the other party harmless against any and all liabilities and claims arising to the extent of bodily injury, death, and/or loss of, or damaged property resulting from events beyond the reasonable control of the negligence or willful misconduct of the indemnifying party.
5. FORCE MAJEURE: A Force Majeure event is described as ‘Acts of God’ such as riots, public calamities, power failures, extreme weather, strikes, epidemics, and/or any other large-scale condition beyond the reasonable control of HUSHconcerts. In the case that an engagement is canceled due to a Force Majeure Event, HUSHconcerts commitments to the client are rendered null and void, and the client shall return any HUSHconcerts gear immediately as per the terms specified in section 1. In addition to adhering to cancellation terms dictated in Section 3 of this contract, client shall be responsible for any verifiable out of pocket expenses incurred to date by HUSHconcerts such as flight and hotel expenses. Parties acknowledge that they are entering into this Agreement during a pandemic. Therefore, the presence of COVID-19 by itself in the event market shall not be considered a Force Majeure event under this Agreement. If Purchaser unilaterally cancels the Performance contract as a result of COVID-19 HUSHconcerts shall be entitled to prompt payment of the Guarantee in full.
6. INCLEMENT WEATHER: If the contracted engagement takes place outdoors, client shall employ, at no costs to HUSHconcerts, whatever is necessary to protect HUSHconcerts equipment from unfavorable or dangerous environmental conditions. In the event of rain, or winds in excess of 25 MPH, HUSHconcerts reserves the right to lower and/or strike equipment by whatever method HUSHconcerts deems necessary to preserve safety. Client shall hold HUSHconcerts harmless from all liabilities and claims resulting from the withdrawal of services at least one week prior to the event.
7. NOTICES: Any notice required under this agreement by either party hereto shall be in writing or by telephone. If by telephone then the confirming written notice must be delivered by registered or certified mail or telegram, postage prepaid, return receipt requested, to the address of the part to whom the notice is being given as set forth in this agreement. If notice is given by registered or certified mail, the date of the mailing shall be deemed the date the notice has been given.
8. STRICT PERFORMANCE: the failure of HUSHconcerts at any time to insist upon strict performance by client of any condition and/or term of this agreement shall not be construed as a waiver of HUSHconcerts right thereafter demand strict compliance with all terms and conditions of this agreement. Time is expressly made as the essence of this contract.
9. RIGHT TO TERMINATE: This rental contract may be immediately terminated by either party for default or breach by the other party of any terms or conditions contained herein or upon the filing of any bankruptcy or insolvency by or against a party or in any event the equipment is levied upon by any Marshall, sheriff, or constable by reasons of execution, garnishment, attachment, or for any reasons whatsoever. Upon termination of this rental contract for any reason whatsoever, client shall immediately returned the leased equipment to HUSHconcerts as provided herein. If not so returned, HUSHconcerts shall have the right to take possession of any and all items of equipment, without demand, or notice, wherever items of equipment may be located, without any court order due process of law. Client hereby waives any and all damages occasioned by such taking possession. Upon termination by client for cause, HUSHconcerts shall refund any payments received from client.
10. BINDING: This agreement shall be binding upon, and shall inure to be benefit of the respective legal representatives, successors and assigns of HUSHconcerts and client. Client may not voluntarily or involuntarily assign, transfer, pledge, sell, or in any way transfer or alienate this agreement without prior written consent of HUSHconcerts.
11. ENTIRE AGREEMENT: This agreement constitute the entire agreement between HUSHconcerts and client and supersedes any and all prior agreements and contracts, written or oral, entered into between HUSHconcerts and client.
12. JURISDICTION: This agreement shall be governed by and construed in accordance with the laws of the State of California
13. ATTORNEY FEES: In an event that either party to this contract is obliged to commence legal proceedings against the other with respect to this contract for any reason whatsoever, the non-prevailing party shall pay any and all attorney fees and court costs resulting from that action.
14. PERMITS AND LICENSES: Client agrees to provide, at no cost to HUSHconcerts, all necessary permits, licenses and authorizations from any private and/or government agencies, bureaus, and departments (Federal, State, and Local).
15. ORIGINATION: All leases begin at the HUSHconcerts location at 849 Avenue D Suite 1, San Francisco, CA 94130
16. INTEREST: All past due payments are subject to a 2% interest fee per month or maximum allowable by law.
17. DISCOUNTS: All discounts are based upon payment within times specified on the INVOICE of this contract.
18. OWNERSHIP: The equipment is, and at all times shall be and remain the sole and exclusive property of the lessor; and the lessee shall have no right, title, or interest therein or thereto except as expressly set forth in this lease.
18.1 INTELLECTUAL PROPERTY RIGHTS: Nothing in this agreement shall give the client rights to any of HUSHconcerts intellectual property without express written consent of HUSHconcerts. Client may not use HUSHconcerts marks, brands, photographs, videos, layouts, maps, or production collateral for any purpose without express consent of HUSHconcerts. The appearance of HUSHconcerts brand or mark on the equipment itself does not in any way imply consent for use of HUSHconcerts marks without express permission for specific uses.
18.2. NOT A PARTNERSHIP: Nothing in this agreement shall imply or be construed as a partnership between HUSHconcerts and client.
19. INSPECTION: All equipment is offered for inspection and testing at our location. Failure to test or inspect rental items waives the client’s right to claim equipment was not in conformity with those requested and in good state of repair at the time delivered to client.
20. OPERATION: Client agrees to operate equipment only in accordance with prescribed instructions and standards for professional usage, and to permit only qualified personnel to operate it.
21. REPAIRS: Client agrees not to permit repairs of the rented equipment, internal or otherwise, beyond cleaning and agrees to return the rented equipment in good working order. Client shall notify HUSHconcerts of need for repair and maintenance or replacement parts. Client additionally agrees to pay a reasonable cleaning charge for equipment returned dirty. The same is held for all equipment items that are subleased for client by HUSHconcerts.
22. LAWS AND REGULATIONS: Client agrees that they shall not permit the rented equipment to be used in violation of any Federal, State, or Municipal laws or regulations, and holds, HUSHconcerts harmless in all such matters.
23. SUBLEASING: Client shall not assign this agreement or sublet any portion of the leased gear without prior written consent of HUSHconcerts.
24. WARRANTIES: HUSHconcerts makes no warranties expressed or implied as to the condition, merchantability, fitness for particular purpose, or any other matter concerning the equipment. Client hereby indemnifies and holds lessor harmless from any and all causes of action and/or damages which may accrue to lessee or others, with respect to the cost of performers, musicians, vocalists, masters or ceremonies, comedians, dancers, models, hosts personalities, and others, and all costs in connection with the breakdown or failure of the leased property, and/or any parts thereof during the terms of rental period. The same is held for all equipment items that are subleased for client by HUSHconcerts.
25. WAIVER OF DAMAGES: Acceptance of the return of rented equipment is not a waiver by HUSHconcerts of any claims it might have against client or any waiver of claims for latent or patent damages done to rented equipment.
26. OPTIONS: Client understands that assembly, disassembly, pick-up, and delivery, are at client’s sole discretion and are specified in the INVOICE of this contract
27. INSURANCE: Client shall have in effect and may be asked to show proof of a public liability and property damage insurance policy with limits of not less than $1,000,000.00 USD.