LA Film Rentals Agreement

Description of Property: The property (“Property”) subject to this Agreement shall be the specific items of equipment listed on the Equipment Delivery Receipt prepared by LA Film Rentals (“LAFR”) at the time of delivery of such equipment to or on behalf of the customer (“Customer”), whose name appears at the bottom of this Rental Agreement.

Such Equipment Delivery Receipt and the LAFR Sales Invoice (“Sales Invoice”), which specifies the rental rate, shall be deemed a part of this Agreement as if fully incorporated herein. Upon pickup of the Property by Customer at LAFR’s place of business, or upon receipt by Customer after shipment, it is Customer’s responsibility to determine that the order is complete and to immediately notify LAFR, prior to taking delivery, of any discrepancies.

Term of Rental: Unless otherwise specified in the Equipment Delivery Receipt, all Property shall be rented on a day-to-day basis, and all rental rates shall apply to each full day or any fraction thereof which has elapsed between the time the Property is delivered to Customer and the time it is returned to LAFR.

Pickup by the Customer from LAFR after 12:00 AM shall not be deemed a rental day. Return of the Property to LAFR after 12:01 AM on the due date will be deemed an additional rental day.

Where the Property has not been returned to LAFR by the date specified in the Equipment Delivery Receipt, rent shall continue to accrue on the Property on a day-to-day basis at the rate contained on the applicable invoice until such time as the Property has been returned to LAFR in the manner provided below.

Regardless of the period of rental specified in the Equipment Delivery Receipt, LAFR may, by notice to Customer, cancel any Equipment Delivery Receipt at any time during the rental term if LAFR deems that Customer is misusing equipment, the terms of this Agreement are not being met, or Customer has breached this Agreement in any other manner.

Pickup: Customer acknowledges that the Property will be deemed “received” for all purposes when it leaves LAFR’s place of business in the possession of Customer, any agent of Customer, or any third-party carrier.

Customer bears full responsibility for all transportation arrangements for the Property, including selection of any third-party carrier if required, unless other arrangements are made in writing signed by an authorized representative of LAFR.

Should Customer fail to specify in writing the exact manner by which rental pickup shall be accomplished, Customer shall be deemed to have authorized LAFR to employ methods of pickup that LAFR, in its sole discretion, deems appropriate for the circumstances, including the use of third-party carriers, drayage houses, and/or storage facilities, with Customer bearing the entire risk of loss and/or damage to any Property once it has left LAFR’s place of business.

In the event LAFR agrees in writing to deliver the Property to a location away from LAFR’s place of business, Customer shall provide LAFR with detailed written instructions for the manner and location of such delivery. Customer bears the entire risk of loss and/or damage to the Property once it is no longer in the physical custody of authorized LAFR employees.

Return: The Property shall be deemed “returned” to LAFR when it has been delivered to LAFR’s operations department. Customer shall continue to bear any and all risk of loss and/or damage to the Property until return has been accomplished in this manner.

Equipment that has been damaged or destroyed while in the possession of Customer, an agent of Customer, or any third-party carrier shall not be deemed to have been “returned” to LAFR until such time as it has been repaired and Customer has been released in writing by an authorized representative of LAFR from liability for further rent, or LAFR has received full replacement value from Customer or Customer’s insurer, including payment of any unpaid and/or continuing rental charges.

Equipment that has been lost, stolen, or seized by a governmental agency while in the possession of Customer, an agent of Customer, or any third-party carrier shall not be deemed to have been “returned” to LAFR until LAFR has received full replacement value from Customer or Customer’s insurer, including payment of any continuing rental charges, or the equipment has been released and is in the physical possession of LAFR in undamaged condition.

Under no circumstances shall LAFR be deemed to have accepted return delivery of, or otherwise “signed off” on, particular items of equipment until each item has been unpacked from its container, examined by LAFR employees, and received as undamaged.

Rates and Charges: The rent payable for any item of Property shall be that set forth in the Sales Invoice. Rent is payable according to the terms contained on LAFR’s invoice to Customer. If not paid when due, rent shall bear interest at the rate of one and one-half percent (1.5%) per month from the date rental charges were incurred.

Any discounts granted by LAFR may be revoked at any time. LAFR published rates are subject to change at any time without notice. All rates are FOB LAFR, and Customer is responsible for all shipping and delivery charges if applicable.

LAFR may assess additional charges in accordance with its then-current rate schedule for pickup and exchange, early pickup services during non-business hours, and technical support for the operation of equipment. Canceled orders will be subject to LAFR’s then-current cancellation charge. No allowance will be made for items delivered to but not used by Customer.

Limited Warranty: LAFR warrants that, when delivered to Customer, all Property will be operational to accepted manufacturer specifications. In the event of a malfunction, Customer must notify LAFR immediately. LAFR will have no responsibility for any malfunction reported after termination of the rental for such Property.

Customer shall not attempt to service or repair any Property. Any attempt by Customer to service or repair Property will void the limited warranty provided herein. The limited warranty shall not apply to any malfunction resulting from mishandling or improper operation after delivery to Customer.

LAFR shall have no liability arising out of Customer’s inability to operate the Property in accordance with manufacturer instructions and contemplated use. Except as set forth herein, LAFR makes no warranty with respect to the Property and expressly disclaims any warranty, implied or otherwise, that the Property is suitable for Customer’s intended use.

LAFR shall not be liable for consequential damages. Its liability for any breach of warranty shall be, in LAFR’s discretion, replacement or repair of defective Property or refund of rent paid by Customer in connection with such Property.

Cleaning / Organization Fee: Any equipment returned in excessively dirty or unorganized condition is subject to a cleaning and/or organization fee at the discretion of LAFR.

Damage and Insurance: Customer acknowledges that when the Property is delivered to Customer, Customer will have examined the Property and found it to be in good working order.

Customer shall have full responsibility and liability to LAFR for the actual cost to repair or replace any Property which, during the period between exchange of items to Customer and return to LAFR, has been lost, stolen, or damaged from any cause whatsoever, other than malfunction to which LAFR’s limited warranty applies or ordinary wear and tear.

Customer assumes any and all risk of loss once the Property leaves LAFR’s place of business until such time as the Property is returned to LAFR in the manner provided herein, except at such times as the equipment is in the exclusive control of authorized LAFR employees.

Customer shall also be liable to LAFR for any continued rental charges during a reasonable time required to repair or replace damaged equipment. To the extent Customer is responsible under this Agreement for such damage or loss, Customer shall be liable to LAFR for the full replacement cost of all Property which must be replaced as a result of damage, loss, or Customer’s failure to return the Property to LAFR.

If rental equipment is not returned by the due date, LAFR may continue to charge Customer’s provided card each day for the full daily rental of all items out on loan. If the items are not returned after 7 days past the due date, LAFR has the right to charge Customer’s provided card for reimbursement up to the full amount of the loss.

If the renter fails to comply with the insurance provider by communicating and providing the deductible, LAFR, at its sole discretion, may attempt to collect payment for additional rental days, missed rentals, the insurance deductible, and/or the cost of replacement of the equipment. A police report may be filed after 7 days of non-return and no communication between LAFR and the renter.

The liability of Customer hereunder is primary and shall only be reduced in the event and to the extent LAFR actually receives any applicable insurance proceeds. Acceptance by LAFR of the return of any Property shall not be deemed a waiver by LAFR of any claims it may have against Customer under this paragraph, even if damage is discovered later.

Prior to taking possession of the Property, Customer shall either provide LAFR a Certificate of Insurance acceptable to LAFR, with LAFR named as loss payee, in a form and amount satisfactory to LAFR, evidencing Customer’s insurance covering all risk of loss to the Property at replacement cost value plus any continuing rental charges at the same rate set forth on the Sales Invoice.

Customer’s insurance must include rented or leased equipment coverage and must provide coverage during the entire time of rental or lease, including transportation of the equipment from and to LAFR’s place of business, even if such transportation is accomplished by a third-party carrier.

If Customer fails to return LAFR rentals or damages equipment and LAFR is not reimbursed for repair or replacement, Customer will no longer be allowed to rent from LAFR in the future.

Use of Property: Customer shall at all times retain the Property in its own custody. Customer shall operate the Property in accordance with the manufacturer’s instructions and contemplated use and shall not use the Property in any manner that will subject it to abnormal or hazardous conditions.

Prohibited or improper use includes, but is not limited to, failure to use the Property according to manufacturer instructions, negligence, failure to provide prudent security measures to prevent theft, carelessness in maintaining the equipment properly, or misuse of equipment causing damage due to use in a manner for which it is not designed.

Customer shall not make alterations or improvements to the Property without prior written consent of LAFR and shall not deface, remove, or cover any nameplate showing LAFR’s ownership. All Property shall be operated in accordance with applicable federal, state, or local law.

Indemnification: Customer hereby agrees to indemnify and hold LAFR harmless from and against any and all losses and/or claims, including attorneys’ fees, arising out of Customer’s possession, use, or operation of the Property during the time between exchange of the Property to Customer and its return to LAFR.

Title Matters: This Agreement constitutes a lease and not a sale of the Property or the creation of a security interest therein. No part of the rental payments made under this Agreement shall be deemed payment toward the purchase of any Property. Title to the Property shall remain at all times with LAFR.

Customer acknowledges LAFR’s ownership and title in the Property and agrees to keep the Property free of all liens, levies, and encumbrances. This Agreement constitutes a lease to Customer exclusively, and Customer shall not assign rights under this Agreement or sublease the Property to any other person or entity.

LAFR shall have the right to assign its rights and obligations under this Agreement without the consent of Customer. In the event of such assignment, Customer waives the right to assert any claim against LAFR as a defense against any such assignee.

Right of Entry and Inspection: LAFR shall have the right to inspect the Property at any time during the rental term. Customer shall make all arrangements necessary to permit a qualified representative of LAFR access to the location of the Property.

If a breach of any provision of this Rental Agreement occurs, LAFR has the right to remove all Property without liability to Customer and without prejudice to LAFR’s right to receive rent due or accrued up to and including the date of removal of the Property.

Governing Law: This Rental Agreement shall be governed by and construed in accordance with the laws of the State of California as applied to internal disputes. The parties submit to the jurisdiction of the courts of the State of California, County of Los Angeles, for all purposes related to this Agreement.

The prevailing party in any proceeding shall be entitled to an award of attorneys’ fees and litigation costs.

Miscellaneous: This Agreement, the Equipment Receipt, the Sales Invoice(s), and any extension of the rental term set forth in the Sales Invoice issued by LAFR from time to time shall constitute the entire Agreement of LAFR and Customer with respect to rental of the Property.

This Agreement may not be modified without a writing signed by both Customer and an authorized representative of LAFR. All obligations of Customer hereunder shall survive expiration of the rental term set forth on any Equipment Receipt or any extension of the rental term set forth in the Sales Invoice.

Any notice required or permitted to be sent under this Agreement shall be deemed sent when delivered to the business office of the addressee by messenger or express mail delivery, or three (3) days after deposit in the U.S. Mail with first-class postage prepaid to the address set forth on the most recent Sales Invoice.

Notwithstanding any prohibition on assignment, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties. The person signing this Agreement on behalf of Customer warrants that such individual has been duly authorized to execute this Agreement and bind Customer to its terms.

In the event any provision of this Agreement is held to be unenforceable, such provision shall be severed from this Agreement and the remainder shall be deemed fully enforceable.

Customer represents, to the best of its knowledge, that all information provided is true and correct. By agreeing to this Rental Agreement and accepting receipt of equipment from LAFR, Customer agrees to be bound by all Rental Terms and Conditions in effect from time to time as set forth in this document.

By signing below, the signatory represents that they are an authorized agent of Customer or are otherwise authorized to bind Customer to this Agreement.