Equipment Rental Agreement

Parties

This Equipment Rental Agreement (this “Agreement”) is made and entered into by and between you (the “Client”) and New Wave Media LLC, an Oregon limited liability company (the “Company”) located at 1028 SE Water Ave Suite #265 Portland, OR 97214 (the “Headquarters”).

Rental Equipment

The Company hereby rents to Client and Client hereby rents from the Company the equipment set forth herein (the “Equipment”), as fully described on your rental confirmation email (the “Confirmation”). The date set forth in the confirmation shall be referred to herein as the “Order Date” and your order of the Equipment shall be referred to herein as the “Order”.

Rental Period

The period that the Client shall retain the Equipment (the “Rental Period”) shall be as outlined in the Confirmation, unless otherwise agreed upon by both parties in writing.

Rental Fees

In consideration for the rental of the Equipment for the Rental Period, Client shall pay to the Company the sum set forth in the Confirmation (the “Rental Amount”). The Rental Amount shall be paid in full on the Order Date.

Pickup, Inspection and Acceptance

Client is solely responsible for inspecting the Equipment upon receipt and shall promptly notify the Company in writing of any defects, damages, or nonconformities prior to use. Client’s acceptance of the Equipment shall constitute acknowledgment by the Client that the Equipment is in good working condition. Unless otherwise agreed by the parties in writing, Client is solely responsible for picking up the Equipment from the Company’s Headquarters.

Authorization Hold

To secure performance of Client’s obligations under this Agreement, Client authorizes the Company to place a hold on Client’s credit card for an amount equal to the full replacement value of the Equipment as of the Rental Start Date (the “Authorization Hold”). The Authorization Hold shall be placed on Client’s credit card or other Company-approved method of payment and shall remain in effect until all Equipment is returned to the Company in satisfactory condition, as determined solely by the Company. Upon the return of the Equipment in satisfactory condition and the fulfillment of all Client obligations under this Agreement, the Company will release the Authorization Hold, less any applicable adjustments based on the condition of the Equipment. Client acknowledges that the timing of the release is subject to the policies of the Client’s financial institution and may take additional business days past the Company’s release of the Authorization Hold, and that the Company shall not be responsible for any delays caused by the Client’s financial institution.

Cancellation Policy

Cancellations made two (2) hours or more prior to the start of the Rental Period are eligible for a full refund of the Rental Amount. Cancellations made fewer than two (2) hours before the start of the Rental Period may be subject to a cancellation fee, as outlined in the Confirmation.

Loss and Damage

Client shall, at its own expense, keep the equipment in good repair and working order in accordance with this Agreement. Client shall bear all risk of loss, damage, destruction, theft, taking, confiscation, or requisition, partial or complete, of the Equipment or its use, however caused or occasioned (“Loss”). Client shall immediately notify the Company in writing upon discovery of any such Loss. In no event shall such Loss relieve Client of its obligations under this Agreement. In the event of such Loss, Client shall, at the Company’s option: (i) promptly repair the Equipment to return it to good working order; (ii) replace the Equipment with like Equipment of the same or later model (upon the Company’s prior written approval), in good condition and working order, free and clear of all liens and encumbrances and grant the Company the right to perfect its security interest in the replacement Equipment and such replacement shall be substituted in this Agreement by appropriate amendment; or (iii) pay the Company the full replacement value of the Equipment.

Taxes

Client shall pay all license fees, registration fees, assessments, charges and taxes, including sales, use excise, personal property or other taxes which may now or hereafter be imposed upon the ownership, leasing, renting, sale, possession or use of the Equipment. Client shall indemnify, defend and hold the Company and its employees and agents harmless from all liabilities, suits, judgments, obligations, fines, penalties, claims, costs, and expenses (including reasonable attorneys’ fees) arising out of the imposition of, or attempt to impose, any such tax on the Company.

Maintenance of Equipment

Throughout the Rental Period, Client shall provide for the service, repair and maintenance of the Equipment, at Client’s sole expense, so as to keep the Equipment in good condition, repair, appearance and working order as when delivered to Client hereunder, ordinary wear and tear excepted. Client shall, at Client’s sole expense, replace any and all parts and devices which may from time to time become worn out, lost, stolen, destroyed, damaged beyond repair, or rendered unfit for use for any reason whatsoever. All such replacement parts, mechanisms, and devices shall be free and clear of liens, encumbrances, and rights of others and shall become the property of the Company and shall be covered by this Agreement to the same extent as the Equipment originally covered by this Agreement. During the Rental Period, Client shall properly store the Equipment in the appropriate protective casing or gear bag, which shall be furnished to Client by the Company. Furthermore, without the prior written consent of the Company, Client shall not use the Equipment in any hazardous environment, including without limitation under extreme weather conditions (e.g. heavy rain, snow, high humidity, sandstorms, or extreme heat or cold), excessive exposure to water (including underwater use, unless the Equipment is specifically designed for such use), or high-risk areas where the Equipment may be exposed to theft, vandalism, or physical damage.

Use, Alterations, and Inspection

Client shall exercise due care in its operation, use and maintenance of the Equipment. Client shall not use, and shall not permit others to use, the Equipment in any manner that would contravene applicable laws, rules, regulations and other governmental directives, would violate the terms of any manufacturer’s or like warranty, or would contravene the manufacturer’s reasonable operational standards for the Equipment. Client shall not make any alterations, additions, modifications or improvements to the Equipment without the prior consent of the Company. Any such alterations, additions, modifications or improvements of the Equipment shall belong to and become the property of the Company. Client agrees that only qualified employees of Client shall operate the Equipment. At all reasonable times, the Company shall have the right to inspect the Equipment.

Return of Equipment and Late Returns

Upon the conclusion of the Rental Period, Client shall return the Equipment to the Company in the condition as it was received, except for normal wear and tear. Unless otherwise agreed by the parties in writing, Client is solely responsible for dropping off the Equipment to the Company’s Headquarters. If the Equipment is not timely returned at the end of the Rental Period, the Company shall impose a daily late fee in the amount set forth on the Confirmation. If the Equipment is not returned within seven (7) days of the end of the Rental Period, the Client may be charged the full replacement value of the Equipment.

Insurance

Client hereby acknowledges and agrees that its assumption of loss of the Equipment shall attach upon Client’s receipt of the Equipment (the “Equipment Acceptance Date”). Client shall, at its sole expense, obtain and maintain throughout the Rental Period (including the Rental Start Date and Rental Return Date) an insurance policy, and shall provide to the Company a Certificate of Insurance evidencing the same, which shall meet the following requirements: (a) name “New Wave Media LLC” as the Certificate Holder, Loss Payee, and Additional Insured (Liability), (b) specifically list the Equipment, and (c) include coverage for Loss of the Equipment with a dollar amount equal to or greater than the Equipment’s stated replacement value.

Personal Guarantee

The undersigned guarantor (the “Guarantor”) jointly and severally, unconditionally personally guarantee(s) the timely payment and performance of all Client’s obligations to the Company, however and whenever arising, under this Agreement. The Company may alter, accelerate, terminate, extend or change the provisions of this Agreement and make other arrangements, including compromise or settlement with Client, and Client waives all defenses and notice of those changes and will remain responsible for the performance of all obligations under this Agreement. The Company is hereby authorized to proceed against one or more of the undersigned without taking any prior action against the Equipment, the Client or any other obligor. The undersigned hereby expressly waive(s) any and all suretyship defenses, acceptance of this guarantee and of the making of any sales or granting of any credit pursuant to any agreement or otherwise and further waive(s) notice of any default, non-payment, partial payment, presentment, demand, protest, notice of protest and all other notice to which the undersigned might be entitled to on any obligation of Client. By signing this Agreement, the undersigned authorizes the Company to obtain credit bureau reports for credit and collection purposes and agrees to pay all costs, including attorneys’ fees, incurred in the enforcement of this guarantee. This guarantee is a material part of the consideration and inducement to the Company to enter into and make this Agreement.

Security Interests in the Equipment

In no event shall Client assert any ownership interest in or to the Equipment. Client shall not grant or permit any person or business entity to assert a security or other interest in the Equipment.

Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall the Company be liable to Client under this Agreement for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or use, even if advised of the possibility of such damages. The total aggregate liability of the Company to Client for any and all claims, losses, or damages arising out of or relating to this Agreement, regardless of the form of action, whether in contract, tort, or otherwise, shall not exceed the total fees paid by Client to the Company under this Agreement in the twelve (12) months immediately preceding the event giving rise to such claim.

Indemnification

Client shall indemnify, defend, and hold harmless the Company and its agents, employees, successors, assigns, and contractors harmless from all losses, liabilities, actions, suits, judgments, obligations, fines, penalties, claims, costs and expenses (including reasonable attorneys’ fees) arising out of: (a) the lease of the Equipment and all acts and omissions related thereto, including without limitations, the manufacture, selection, delivery, possession, use, operation, or return of the Equipment, or (b) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Client under this Agreement.

Disclaimer of Warranties

The Company hereby disclaims and excludes all warranties, express and implied, including without limitation the condition of the equipment, the implied warranties of merchantability and fitness for a particular purpose, or as to any patent or latent defects in material, workmanship, or otherwise concerning the Equipment rented under this Agreement. The Client hereby acknowledges and agrees that the Equipment is provided, shall be rented, and is accepted “AS IS” with all defects.

Personal Property

The Equipment is and shall at all times be and remain personal property, notwithstanding that the Equipment, or any part thereof, may now be or hereafter become in any manner affixed or attached to or embedded in or permanently rested upon real property or any building thereon or attached in any manner to what is permanent by any means of cement, plaster, nails, bolts, screws or otherwise.

Entire Agreement

This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters.

Amendment

This Agreement may only be amended by a writing duly executed by all parties hereto.

Assignment

Client shall not assign any right, interest, or obligation under this Agreement, in whole or in part, without the prior written consent of the Company.

Force Majeure

The Company and any of its employees or agents shall not be deemed to be in breach of this Agreement for any delay or failure in performance caused by reasons out of its reasonable control, including acts of God or a public enemy, natural calamities, failure of a third party to perform, changes in the laws or regulations, actions of any civil, military or regulatory authority, power outage or other disruptions of communication methods or any other cause which would be out of the reasonable control of the Company.

Governing Law and Venue

The terms of this Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of law principals. The state and federal courts located in Multnomah County shall have exclusive jurisdiction over any case or controversy arising from or relating to this Agreement, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such case or controversy.

No Relationship

Nothing in this Agreement creates or shall be construed to create any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have the authority to contract for or bind the other party in any manner whatsoever.

Severability

If any provision of this Agreement shall be deemed invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired in any way thereby.

Waiver

The failure of either party to enforce any provision of this Agreement or to exercise any right or remedy shall not be construed as a waiver of such provision, right, or remedy, or the ability to enforce or exercise them at any time thereafter.

Acceptance of Terms

By completing your Order, you (a) acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Agreement, (b) agree that electronic acceptance hereof constitutes a legally binding agreement by and between you, as Client, and the Company, equivalent to a written and signed agreement, and (c) agree to receive electronic communications related to your Order, including without limitation the Confirmation.