Equipment Lease Agreement
PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY, AS IT AFFECTS YOUR FUTURE LEGAL RIGHTS. BY PROCEEDING WITH REGISTERING FOR SHC HAPPY LITTLE ARTISTS AND EVENT RENTALS LLC, d/b/a Happy Little Artists (HLA). (The Sponsor’s Event, Activity, Program, and/or Rental)
YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE CAREFULLY READ AND FULLY UNDERSTOOD THE AGREEMENT AND AGREE TO THE TERMS SET FORTH BELOW.
WHEREAS, Lessor (SHC Happy Little Artist and Event Rentals LLC) is in the business of leasing specific equipment made available by it for rent by individuals; and
WHEREAS, Lessee (Customer Renting Equipment) desires to lease from Lessor, and Lessor desires to lease to Lessee the Equipment at the rental rates listed on the website.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Lease. Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the Equipment.
2. Operation. Lessee shall not remove the Equipment from Lessee's address without prior written approval of Lessor other than during the transportation of the Equipment to and from the Lessor’s address set forth above. Lessee shall allow Lessor to enter Lessee's premises at all reasonable times to locate and inspect the state and condition of the Equipment. Lessee shall at its expense keep and maintain the Equipment in a good state of repair, normal wear and tear excepted, and shall use the Equipment only for its intended purpose and follow Lessor's instructions regarding the use and maintenance of the Equipment.
3. Rent. In consideration of Lessee's right to possess and use the Equipment during the Term (Registration on website), Lessee shall pay the rent as specified on website ("Rent") in advance, on or before pick up of the Equipment.
If by the expiration of the Term, Lessee does not return the Equipment to Lessor in the condition and on the terms and conditions of Lessee shall continue to comply with all the terms and conditions of this Agreement, including the obligation to pay 110% of the prorated daily Rent for each day from the expiration of the Term until the date on which Lessee returns such Equipment to Lessor in the manner required under 6.
4. Limited Warranty. LESSOR MAKES NO WARRANTY WHATSOEVER UNDER THIS AGREEMENT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY AGAINST INTERFERENCE; OR (d) WARRANTY AGAINST INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET, OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
5. Title and Risk of Loss. Title to the Equipment remains with Lessor throughout the Term, and Lessee shall acquire no right, title, or interest in the Equipment. Lessee shall not pledge or encumber the Equipment in any way. Lessee shall bear all risk of loss, damage, destruction, and theft to or of the Equipment from any cause whatsoever until the Equipment has been returned to Lessor as specified in 6.1. Lessee shall notify Lessor in writing within one day of any such Loss.
6. Return of Equipment. 6.1 Obligation to Return Equipment. Lessee shall, at its risk and expense, no later than the expiration of the Term (a) deinstall, inspect, and properly pack the Equipment; and (b) return the Equipment, to Lessor's facility by delivering the Equipment to such location.
6.2 Condition of Equipment Upon Return. Lessee shall cause the Equipment returned for any reason under this Agreement to (a) be free and clear of all liens (other than liens of Lessor) and rights of third parties; and (b) be in the same condition as when delivered to Lessee, ordinary wear and tear excepted.
7. Compliance with Law. Lessee shall (a) comply with all applicable laws, regulations, and ordinances and (b) maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.
8. Indemnification. Lessee shall indemnify, defend, and hold harmless Lessor and its parent, subsidiaries, officers, directors, managers, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party") against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by Indemnified Party/awarded against Indemnified Party, relating to/arising out of or resulting from any claim of a third party or Lessor arising out of or occurring in connection with the Equipment or Lessee's negligence, willful misconduct, or breach of this Agreement. Lessee shall not enter into any settlement without Lessor's or Indemnified Party's prior written consent.
9. Term and Termination. The term of this Agreement commences on the date of the rental registration and continues until the end of the registration period.
10. Entire Agreement. This Agreement, including and together with any related exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
11. Survival. Subject to the limitations and other provisions of this Agreement: (a) the representations and warranties of the Parties contained herein shall survive the expiration or earlier termination of this Agreement; and (b) Sections 4, 5, and 10 of this Agreement, as well as any other provision that, to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of this Agreement.
12. Notices. All notices, requests, consents, claims, demands, waivers, summons, and other legal process, and other similar types of communications hereunder must be in writing and addressed to the relevant Party at the address or e-mail address set forth on the first page of this Agreement (or to such other address that may be designated by the receiving Party from time to time in accordance with this 12). All notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), certified or registered mail (in each case, return receipt requested, postage prepaid), or e-mail deliver receipt requested. A notice is effective only (i) upon receipt by the receiving Party and (ii) if the Party giving the notice has complied with the requirements of this 12.
13. 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.
14. Amendments. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party.
15. Waiver. No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
16. Assignment; Successors and Assigns. Lessee shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Lessor. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve Lessee of any of its obligations hereunder. Lessor may at any time assign, transfer, or subcontract any or all of its rights or obligations under this Agreement without Lessee's prior written consent. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
17. Choice of Law and Choice of Forum. This Agreement and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of the State of Maryland, without regard to the conflict of laws provisions of such State. Any legal suit, action, or proceeding arising out of or relating to this Agreement must be instituted in the federal courts of the United States of America or the courts of the State of Maryland, located in the County of Wicomico, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
18. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS, OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.]
19. Limitation of Liability. IN NO EVENT SHALL LESSOR BE RESPONSIBLE OR LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF ANY PROVISION OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT LESSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL LESSOR'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL OF THE AMOUNTS PAID TO LESSOR HEREUNDER.
20. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. [Notwithstanding anything to the contrary in 12, a signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.]
21. Headings. Headings in this Agreement are for convenience of reference only and are not to be used in any interpretation of the agreement between the parties.
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, YOU ARE AFFIRMING THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND FULLY UNDERSTAND ITS TERMS. YOU UNDERSTAND THAT YOU AND ALL REGISTERED PARTIES ARE GIVING UP SUBSTANTIAL RIGHTS, INCLUDING THE RIGHT TO SUE. YOU ACKNOWLEDGE THAT YOU ARE AGREEING TO THIS AGREEMENT AND WAIVER FREELY AND VOLUNTARILY, AND INTEND BY YOUR ACCEPTANCE TO BE A COMPLETE AND UNCONDITIONAL RELEASE OF ALL LIABILITY TO THE GREATEST EXTENT ALLOWED BY LAW.