STANDARD TERMS AND CONDITIONS:
HB Live hereby agrees to furnish to Client equipment and/or services, subject to and in consideration of the following terms and conditions of this Event Agreement Proposal (“Agreement”).
HB Live is in the business of providing audiovisual equipment rentals, associated professional services and production equipment (“Equipment and Services”).
By Client signing this Agreement he (she) acknowledges the acceptance of the Terms and Conditions as stated herein.
Title to Equipment:
Title to the Equipment shall remain, at all times, in HB Live Inc. No part of the payments made under this Agreement shall be deemed payment towards the purchase of any of the Equipment. The Client hereby acknowledges HB Live's ownership and title in the Equipment and agrees to keep the Equipment free of all liens, levies and encumbrances. Client shall not allow any lien or encumbrance to be placed on the Equipment or Client’s leasehold interest created hereunder.
Risk of Loss:
In the event the contract is for Equipment only and does not include technical services, the Client assumes all risk of loss, destruction or damage to Equipment once delivered by HB Live. Client agrees to use the Equipment in a lawful, careful and prudent manner with competent agents, employees, or subcontractors in accordance with the specifications of the manufacturer of the Equipment. Client agrees to return the Equipment to HB Live in as good condition as it was upon delivery to Client, ordinary wear and tear from reasonable use excepted.
- Client agrees to use Equipment according to instructions provided by HB Live, and in accordance to manufacturer’s guidelines and recommendations.
- With respect to Equipment returned requiring repair, Client agrees to pay all costs of repairs in addition to the daily rental fee for the period of time the equipment is rendered out of service. With respect to Equipment that is not returned or is damaged beyond repair, Client will reimburse Company with the current list price, new, of such Equipment, as well as rental fees for actual or approximate number of days until Equipment is repaired or replaced.
- If Equipment is destroyed while in the Client’s custody whether by Client’s negligence or events such as theft or fire, the Client shall be responsible for providing HB Live with the full replacement value of the equipment that has been destroyed.
- Regardless of whether technical services are contracted, or not, it is the Client’s responsibility to ensure that security is in place to avoid theft of the equipment while in Client’s custody. If equipment is stolen while in Client’s custody, the Client shall reimburse HB for the full replacement cost of the equipment and a rental fee for the period of time HB Live was not able to rent the equipment to other Clients.
- Client is responsible for the custody and care of the Equipment at the point of transfer of ownership, i.e.: left unattended overnight, shipping or receiving.
HB Live will not be responsible for any losses or damages to Client (or any third party) whether occasioned by deviations in performance of any of HB Live’s obligations hereunder when caused directly or indirectly by or in any manner arising from any casualty, revolution, act of God, act (including delay or failure to act) of any government authority (de jure or de facto) or (declared or undeclared) riot, act of Client, strikes or other labor difficulties, shortage of labor, supplies and transportation facilities or any other cause or causes beyond HB Live’s control.
HB Live shall not be held liable for or responsible for and shall be indemnified and held harmless by Client from and against any and all claims and damages of every kind. This includes but is not limited to injury or death of any person (s), and for damage to or loss of property arising out of or attributed directly or indirectly to the operation or performance of the Client, or Client’s agents and employees under this agreement, including but not limited to negligent acts performed by lessor, his agents or employees.
Notwithstanding the existence of any insurance provided by Client, Client is responsible for any loss or damage to the Equipment, as set forth in this Agreement.
Illegal unenforceable or invalid provision (s) within this agreement shall not affect any other provisions and this agreement shall be construed as if the illegal unenforceable or invalid provision (s) had never been contained herein. This Agreement may not be altered or amended unless agreed to in writing by Client and HB Live. No field employee of HB Live shall be empowered to alter this Agreement. Failure of HB Live to object to any provisions which may be contained in any other writing of Client shall not be construed as a waiver of the terms contained in this Agreement or an acceptance by HB Live of any other terms and conditions of Client.
Client acknowledges and agrees that the employees of HB Live who perform the Services are a valuable asset to HB Live and are difficult to replace. Accordingly, during the term of this Agreement and for a period of one (1) year thereafter, Client shall not solicit, whether directly or indirectly, the employment of any HB Live’s employees without the prior written consent of HB Live. If Client violates this Section, the parties agree that Client shall pay to HB Live the sum of one hundred thousand dollars ($100,000) as liquidated damages. The parties further agree that precise monetary damages for Client’s violation of this Section would be difficult to ascertain and that the foregoing sum represents a fair and conservative approximation of cost of recruitment, hiring and training that would be incurred by HB Live.
This agreement supersedes any and all other agreements, either oral or written between the parties hereto with respect to the subject matter hereof.
This agreement shall be governed by and construed in accordance with the laws of the State of Connecticut. Parties agree that in the event of litigation, venue shall be in New Haven County, CT.
The delay or failure of HB Live to strictly enforce any provision herein shall not be construed as a waiver or forfeiture of HB Live’s right of subsequent enforcement.
Neither party may assign or transfer any rights, duties, or obligations under these Terms without the prior written consent of the other party.
Specific Payment Terms are provided in each proposal.
Client agrees to pay all invoices when due. Client’s failure to promptly pay HB Live upon completion of the engagement shall give HB Live an immediate legal cause for action for said compensation, reasonable attorney’s fees, court costs and interest. Any payment received after date of invoice shall accrue interest at a rate of 18% per year.
This document and all associated attachments contain proprietary and confidential information intended for review only by the person(s) required for the Client approval process and/or those specified by HB Live, Inc. Any examination and/or use of this information by unauthorized persons or in an unauthorized manner is strictly prohibited.
Other expenses may include but are not limited to: unplanned site-survey expenses and fees, unplanned test and/or preparation costs, expendable item charges (such as batteries, gaffers tape, etc.), logistics and transportation cost variances, tolls and/or parking, on-site event management/crew overtime, scope-of-work gear and/or crew changes/additions (per Client request), etc. Failure to provide the above noted Client-supplied materials, assets, and/or support may result in additional charges.
Scope/Equipment/Services Modifications to Orders:
Client must provide a list of persons with authority to modify schedules, equipment and/or technical needs, staffing adjustments, event space layout(s), etc.
If HB Live has decided upon the equipment provided, it has done so in reliance upon the accuracy of information supplied by Client, Client’s performer(s), and/or their respective agents and/or representatives. Any added equipment will be paid for by Client at the standard rates charged by HB Live for such equipment usage.
HB Live is not responsible for duties beyond what is specified in the proposal. The prices charged herein are based on one set up and one strike. If, for any reason, equipment belonging to persons other than HB Live is required to be moved, Client accepts that HB Live personnel are not responsible to assist in such removal.
Furthermore, Client understands that requirements listed in any “Client to provide the following:” section of the proposal must be met completely to assure to the extent possible that the show may go on. If such requirements are not met completely, HB Live will make a reasonable attempt to cooperate in correcting problems that may arise in such a case, and the Client will be liable for any expenses incurred by HB Live.
If the Client desires flexibility in the program date due to schedule uncertainty, HB Live may agree to have all equipment and crew blocked for multiple event dates; fees apply. Costs and expiration criteria will be provided upon request.
Cancellations are subject to a Cancellation and/or an Expenses Fee. After confirmation, cancellation is subject to a fee of up to 50% of the total proposal. If cancellation is made any time after gear and/or crew has been dispatched, full payment of the total proposal will be due.
Regardless of the amount of notice given, Clients will be invoiced an Expenses Fee to cover any costs that are associated with the canceled event (e.g.: pre-production labor/consultation, site-survey and/or transportation costs, room/wiring diagrams, etc.).
If this event is subject to a weather contingency (postponement or relocation), you must specify this at the time of reservation/confirmation. Your event is subject to the Cancellation Policy if you fail to notify us of an acceptable weather contingency for your event/production.
HB Live strives to maintain a safe working environment for our staff. In the case of severe weather (blizzard, hurricane, etc.), HB Live reserves the right to modify the schedule that balances the safety of our staff with the execution of your event. Additionally, HB Live shall have the right to not perform if providing the services will put HB Live employees at risk for injury due to conditions which in HB Live’s sole discretion may be considered unsafe. Such conditions shall include but not be limited by, Acts of God, or unsafe conditions at the location the event is to take place.
If the event is “rain or shine”, all areas occupied by performers, presenters, equipment and crew must be completely covered to effectively shield all occupants and equipment below from precipitation.
If the stage becomes wet, the show must stop immediately for electrical safety reasons and cannot resume until the stage is completely dry.
Creative Services Addenda
All participant clearances; image/video/sound/content/rights clearances of any kind; media storage and backup; project copyright designations and ownership claimant filing(s); and/or, any Client required documentation apart from HB Live, Inc., sales and/or billing documentation must be obtained by, executed by, and archived by the Client. Client indemnifies HB Live, Inc., of all litigation that may occur from the use of non-licensed music, logos, images, video, or any other proprietary content. If any litigation arises from use or rights violations, Client is responsible for any/all costs or damages associated with litigation.
No concessions or discounts will be provided by/from HB Live to the Client for outcomes of the video production for errors and/or omissions of content to be provided by Client.
Unless otherwise agreed, the Client accepts the company’s (HB Live, Inc.) decisions on creativity within the product(s) or service(s).
HB Live does not archive or retain raw footage, finished videos, or any other Client media/footage/assets.