This EQUIPMENT RENTAL AGREEMENT (LEASE) (this “Agreement”) is made effective between Bluemoon Filmworks, LLC (“Lessor”) and Lessee which has read and electronically agreed to these Terms and Conditions and Agreement and may be referred to hereinafter individually as a “Party” and collectively as the “Parties”.
WHEREAS, Lessor hereby leases to Lessee all equipment named and identified in the List of Equipment specified in Exhibit A hereto;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:
1. LICENSE. During the term of this Agreement and subject to the terms and conditions contained herein, Lessor hereby grants to Lessee a limited, non-transferable, non-sublicensable, non-exclusive, license to use the equipment in accordance with the terms of this Agreement. The rights granted to Lessee under this Section are personal and may not be assigned or transferred to any other party, by operation of law or otherwise.
2. RENTAL PERIOD. The rental period shall begin when the customer receives the equipment. If the equipment arrives later than 12 pm local time (place of delivery) the rental period shall begin the following day. The rental period shall end when the equipment (including all accessories) is shipped back to Lessor by Lessee. If the equipment has to be repaired to return it to a fully working state the equipment will continue to be rented until it is repaired. The rental period will end only when the equipment has been returned to a fully working state.
3. RENTAL CHARGES. Lessee shall pay for the entire rental period on each article of equipment named in the List of Equipment (Exhibit A), at the rate set forth therein.
4. PAYMENT. The rent for any and every item of the equipment described in the List of Equipment shall be the amount therein designated.
5. LATE RENTAL RATE. If Lessee returns the equipment to Lessor after the time 12:00 pm of the last date the rental period ends, Lessee will pay Lessor for each day or partial day beyond the end of the rental period until the equipment is returned (or returned to a fully working state, whichever is later in time). Lessor can subtract these charges from the security deposit.
6. RESTRICTED ACTIVITIES. With respect to Lessee’s use of the equipment, Lessee agrees that it will not: (a) sublease the equipment; (b) open the equipment’s electronic housing or modify, disassemble or reverse engineer the equipment unless given explicit permission; (c) copy or otherwise reproduce the equipment, in whole or in part or modify, adapt, or alter the equipment; (d) remove, modify or otherwise tamper with notices or legends or labeling on the equipment; (e) submerge the equipment in any liquid; (f) take the equipment outside of the continental United States; (g) violate any law, statute, rule, permit, ordinance or regulation; or (h) cause any third party to engage in the restricted activities above.
7. INTELLECTUAL PROPERTIES. No right or license to the equipment is granted or implied as a result of the Agreement, except that Lessor hereby grants to Lessee a limited, non-exclusive, royalty-free license to use Lessor’s intellectual property rights solely to the extent provided for under this Agreement.
8. DATA COLLECTION. Lessor may collect data on how Lessee uses the equipment and the location of the equipment. This information will be used to improve the product and for warranty terms.
9.SECURITY DEPOSIT. Any security deposit paid by Lessee to Lessor is paid to guarantee Lessee’s full and faithful performance of all terms, conditions and provisions of this Agreement. If Lessee shall so perform, an equal sum shall be repaid without interest to Lessee at the termination of this Agreement.
9.1 INSURANCE. Customer shall at its expense, and at all times during the rental, maintain in full force and effect a limit of insurance covering all Equipment and/or Vehicles rented hereunder, from all sources, as herein provided. All Equipment shall be insured for the full replacement cost without deduction for depreciation. All Vehicles shall be insured at actual cash value. In addition, all Equipment and Vehicles shall be insured for actual verifiable loss of use of the Equipment or Vehicles (i.e. rental charges based on the greater of either the actual verifiable loss of business or the average rental history of the Equipment or Vehicles, as computed for the period of time the Equipment or Vehicle(s) is being repaired and/or replaced not to exceed 90 days). Customer shall deliver to Rental Company evidence of Customer’s insurance coverage prior to Customer taking either constructive or actual possession of the Equipment and/or Vehicle(s). Customer will forward a Certificate of Insurance evidencing Customer’s liability, automobile, property and worker’s compensation insurance with a reputable insurance carrier acceptable to Rental Company that complies with coverage requirements as enumerated within this rental agreement.
10. RISK OF LOSS OR DAMAGE. The Lessee assumes all risk of loss or damage to the equipment from any cause, and agrees to return it to the Lessor in the condition received from the Lessor, with the exception of normal wear and tear. The Lessor or their appointed agent will determine normal wear and tear. If the equipment is damaged while in Lessee’s possession, Lessee will be responsible for the cost of repair, up to the current value of the equipment. If the equipment is lost while in the Lessee’s possession, Lessee will pay Lessor its current value.
11. USE OF EQUIPMENT. Lessee acknowledges that use of the equipment creates some risk of personal injury to Lessee and third parties, as well as a risk of damage to property, and Lessee expressly assumes that risk. Lessee therefore agrees to use the equipment safely and only in the manner for which it is intended to be used. Lessor is not responsible for any personal injury or property damage resulting from Lessee’s misuse, unsafe use, or reckless use of the equipment. Lessee will indemnify and defend Lessor from and against any injury or damage claims arising out of Lessee’s misuse, unsafe use, or reckless use of equipment.
12. TERMINATION. Lessor may terminate this Agreement at any time and for any reason by providing Lessee with written notice (electronic or otherwise). Any amounts refundable to Lessee will be paid at the time this Agreement is terminated.
13.1.Relationship of the Parties. The relationship between the Parties is that of independent contractors.
13.2. Waiver. No waiver of any rights by any Party hereto will be construed as a waiver of the same or any other right at any prior or subsequent time. Furthermore, no waiver or delay on the part of a Party in exercising any power or right hereunder, and no forbearance or indulgence of a Party granted to the other Party, will in any way restrict or diminish the full rights and powers of that Party under this Agreement, or operate as a waiver of any breach by a Party of any of the terms or conditions of this Agreement
13.3.Governing Law; Venue. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Florida.
13.4. Notices. All notices must be in writing. A notice may be delivered to a party in the following ways: (1) in person; (2) via electronic mail; or (3) by certified mail or overnight courier.
13.5. Entire Agreement. This Agreement is the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral between the Parties.
13.6. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
13.7. Amendment; Modification. This Agreement may only be amended or modified in writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.
13.8. Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which contains the signature of any of the Parties hereto, will be deemed an original, but all of which together will constitute one and the same instrument.