D24K Sound, LLC d/b/a D24K Productions
This Rental Agreement ("Agreement") is entered into between D24K Sound, LLC d/b/a D24K Productions ("D24K") and the Customer identified on the applicable Quote or Service Order ("Customer"). The equipment, services, and related items provided hereunder are collectively the "Rented Property" and/or "Services." This Agreement shall govern the relationship between D24K and Customer in all respects. In the event of any conflict between this Agreement and any other document, including any purchase order, vendor agreement, venue contract, master service agreement, or other terms submitted or presented by Customer at any time — whether before or after the date of this Agreement — this Agreement shall control and supersede all such conflicting, additional, or inconsistent terms, and those terms are expressly rejected. D24K's performance under, or signature upon, any Customer-provided agreement shall not constitute acceptance of Customer's terms, shall not operate as a waiver of any provision of this Agreement, and shall not modify this Agreement in any respect unless D24K has executed a written amendment that expressly identifies by section number the specific provisions of this Agreement being modified and is signed by an authorized officer of D24K. Customer's acceptance of delivery of any Rented Property, or payment of any deposit, constitutes Customer's full and unconditional acceptance of all terms and conditions set forth herein, regardless of whether this Agreement has been signed. The individual executing or accepting this Agreement on behalf of Customer represents and warrants that he or she has full legal authority to bind Customer and, by accepting these terms, personally and unconditionally guarantees the full and timely performance of all of Customer's obligations hereunder, including all payment obligations, and this personal guaranty shall survive any dissolution, bankruptcy, or insolvency of the Customer entity and shall remain enforceable against such individual in his or her personal capacity to the fullest extent permitted by applicable law.
As used in this Agreement, the following terms have the meanings set forth below:
"Quote" or "Service Order" or "SOW" means the written proposal or work order prepared by D24K describing the Rented Property and Services.
"Event" means the production, show, concert, corporate event, or other engagement for which Services and/or Rented Property are provided.
"Crew" means technicians, engineers, operators, riggers, and other personnel provided or arranged by D24K.
"Business Day" means any day other than Saturday, Sunday, or a U.S. federal holiday.
"Delivery" shall be deemed to have occurred upon the earliest of: (i) the date of shipment of any Rented Property from D24K's facility; (ii) receipt of the Rented Property by Customer, Customer's authorized agent, or a common carrier; or (iii) Customer's arrival on-site if D24K is providing services at a venue.
"Return" shall be deemed to have occurred only when the Rented Property has been physically received at D24K's facility during regular business hours, unpacked, fully inspected, and accepted in writing by a D24K employee.
"Risk Period" means the period beginning at Delivery and ending upon Return and D24K's written acceptance, during which all risk of loss, theft, damage, or destruction lies with Customer.
"Replacement Value" means the current manufacturer's suggested retail price or, where unavailable, D24K's reasonable determination of the full cost to replace the applicable Rented Property with an item of equivalent function and quality.
All Quotes are prepared based on information available at the time of preparation. Changes in scope, equipment needs, staffing, or dates may result in a revised Quote. Equipment availability and rates are subject to change if Customer's acceptance is received after the validity period stated on the Quote. A Quote does not constitute a binding Agreement until: (a) signed or accepted by an authorized representative of Customer, and (b) countersigned or acknowledged in writing by D24K. Electronic signatures and acceptances are valid and binding to the same extent as handwritten signatures under the Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable Pennsylvania law.
Unless expressly included in writing, Quotes exclude: permit and license fees; security personnel; venue electrical charges; forklifts, Genie lifts, scissor lifts, or aerial equipment; parking, tolls, and travel-related fees; crew lodging and per diems; union labor or drayage fees; and any costs imposed by venue, building management, or local authority.
All amounts quoted are estimates only. D24K reserves the right to adjust the final invoice to reflect actual hours worked, actual equipment used, and any additional charges incurred. Customer authorizes D24K to revise pricing for any scope changes requested during or after the Event. Time is of the essence with respect to all dates, deadlines, and payment obligations set forth in this Agreement and the applicable Quote or Service Order.
All cancellation notices must be sent in writing to info@d24ksound.com and are effective only upon D24K's written acknowledgment. The following cancellation schedule applies:
(a) Cancellation received more than seven calendar days before the scheduled Delivery or Event date: no penalty, except any actual third-party costs already incurred by D24K on Customer's behalf, including but not limited to subcontracted equipment, vendor deposits, and permit fees.
(b) Cancellation received seven calendar days or fewer before the scheduled Delivery or Event date, but more than 48 hours before: 50% of the total Quote amount, plus 100% of any third-party costs already incurred by D24K.
(c) Cancellation received 48 hours or fewer before the scheduled Delivery or Event date, or after Delivery has occurred: 100% of the total Quote amount, including all Crew labor at a minimum of four hours per person scheduled and all delivery and return costs.
All actual costs incurred by D24K prior to cancellation, including any amounts owed to freelance crew members who were unable to rebook within the cancellation window, remain due and payable regardless of when cancellation occurs. A force majeure event affecting Customer does not excuse Customer's obligation to pay for costs already incurred by D24K prior to that event.
Payment in full is due prior to the scheduled pickup date or Event commencement date, unless otherwise agreed in writing by D24K. A signed Quote or Service Order constitutes Customer's acceptance of this Agreement and its payment obligations. D24K may, at its discretion, require a deposit as stated in the applicable Quote; any such deposit is non-refundable except as expressly provided in Section 3.
All amounts are payable in U.S. dollars. Acceptable payment methods include ACH/bank transfer, check drawn on a U.S. bank, or major credit card. Customers paying by ACH or wire transfer are responsible for ensuring that funds are fully cleared and available in D24K's account prior to the scheduled pickup or Event date. Payments initiated by ACH or wire that have not cleared by that date may result in D24K withholding delivery, equipment, or services until cleared funds are confirmed, without liability to D24K for any resulting delay or event interruption. Returned checks incur a $35.00 returned-check fee.
Customer is solely responsible for all applicable federal, state, and local taxes, duties, tariffs, and levies related to the rental and Event. D24K may at any time modify payment terms or require additional security if D24K reasonably believes Customer's ability to pay is uncertain.
Any balance not paid by the due date shall immediately incur a late fee equal to the greater of $250.00 or 10% of the outstanding balance. Beginning on the first day past due, interest shall accrue on the outstanding balance at the rate of 2.5% per month, or the maximum rate permitted by Pennsylvania law, whichever is higher, compounding monthly until the balance is paid in full. The following additional escalating penalties apply automatically without further notice from D24K:
(a) 30 Days Past Due: an additional penalty of 5% of the then-outstanding balance shall be assessed; a $100.00 administrative fee shall be charged for each collection notice issued by D24K; D24K may immediately suspend all services to Customer, including any pending or future orders, until the full outstanding balance is paid; and all future orders from Customer shall require payment in full in advance, in cleared funds, prior to any Delivery or performance by D24K, regardless of any prior credit terms extended.
(b) 60 Days Past Due: an additional penalty of 5% of the then-outstanding balance shall be assessed; a $100.00 administrative fee shall be charged for each collection notice issued; D24K may report the delinquency to one or more commercial credit reporting agencies; and D24K may refer the account to a third-party collection agency, with all resulting collection costs, agency fees, and related expenses borne solely by Customer.
(c) 90 Days Past Due: an additional penalty of 10% of the then-outstanding balance shall be assessed; a $100.00 administrative fee shall be charged for each collection notice issued; the account shall be deemed in formal default under Section 22 of this Agreement, activating all of D24K's remedies thereunder; and D24K shall refer the matter to its legal counsel for collection, with all attorney's fees, court costs, and litigation expenses borne solely by Customer.
All penalties under this section are cumulative and shall not offset or reduce one another. Interest continues to accrue on the full outstanding principal balance throughout the escalation period. Customer must submit any written billing dispute to D24K within ten days of invoice receipt; disputes submitted after that period are waived and Customer shall be liable for the full invoiced amount plus all accrued penalties and interest. Customer expressly waives the right to initiate any credit card chargeback, ACH reversal, or similar payment dispute mechanism for services rendered or equipment delivered in accordance with this Agreement; any disputed amount must be resolved exclusively through the billing dispute process set forth herein. Customer authorizes D24K to charge any credit card on file for all amounts owed under this Agreement, including unpaid balances, damage, loss, replacement costs, penalties, interest, and additional fees. If Customer's insurance carrier pays any amount to D24K in connection with a claim under this Agreement, Customer remains liable to D24K for any difference between the amount paid by the insurer and the full amount owed under this Agreement.
Delivery and pickup charges are calculated based on mileage, fuel, and labor within D24K's normal business hours. After-hours or emergency delivery requests are subject to additional charges. Customer must ensure timely and unobstructed access to the venue at the scheduled Delivery and setup time. If D24K is unable to set up at the scheduled time due to Customer's failure to provide access, additional standby labor charges will apply at D24K's then-current hourly rate.
Customer must provide adequate truck access for all load-in and load-out operations. Where ground-level access is not available, Customer must ensure elevator access with minimum interior dimensions of 9 feet deep by 4 feet wide by 8 feet high. Steps, narrow corridors, or other obstructions that impede D24K's ability to load or unload equipment are Customer's responsibility to resolve or disclose in advance. Risk of loss, theft, damage, and destruction of the Rented Property passes to Customer at Delivery and remains with Customer throughout the Risk Period, until Return and D24K's written acceptance.
Customer represents and warrants that the venue and site are suitable, structurally sound, and safe for the installation and operation of the Rented Property, and that Customer has disclosed to D24K all material conditions of the venue known to Customer. D24K shall not be liable for any loss, damage, or injury arising from pre-existing site conditions, venue defects, or conditions that Customer failed to disclose. D24K reserves the right to inspect the venue or Event site prior to Delivery and, if D24K reasonably determines that site conditions are unsafe or unsuitable for the safe installation or operation of the Rented Property, D24K may decline to deliver or may suspend or cease services at any time without liability to Customer and without waiver of any amounts owed under this Agreement. Unsafe site conditions do not excuse Customer's payment obligations for costs already incurred.
Prior to any scheduled Delivery, pickup, installation, or Event, Customer is responsible for providing D24K, in writing via email to info@d24ksound.com, all information reasonably necessary for D24K to plan and execute the engagement. This includes, without limitation: venue name and full address; load-in and load-out dates and times; venue contact name and phone number; on-site point of contact and cell phone number; access instructions including entry codes, dock assignments, elevator reservations, and parking arrangements; any venue rules, restrictions, or requirements affecting D24K's work; power specifications and electrical access details; rigging or structural information; union or labor jurisdiction requirements; and any other logistical information that could affect D24K's ability to perform on schedule.
Customer shall provide all required job information no fewer than five business days prior to the scheduled Delivery or Event date, unless otherwise agreed in writing by D24K. D24K is not responsible for delays, errors, or additional costs arising from information that is provided late, incomplete, or inaccurate. If Customer fails to provide necessary information in advance and D24K's crew arrives on-site and encounters conditions that were not disclosed — including but not limited to incorrect addresses, inaccessible load-in areas, unavailable contacts, missing access credentials, unexpected venue restrictions, or insufficient power — Customer shall be liable for all resulting costs, including standby labor charges at D24K's then-current hourly rate for all time lost, additional transportation charges for any return trip required, and any other expenses incurred by D24K as a direct result of the information gap. D24K shall not be required to proceed with Delivery or setup until all necessary information and access have been provided, and any delay in that process does not excuse Customer's payment obligations or reduce any amounts owed under this Agreement.
The standard day rate is based on ten consecutive hours, including meal breaks. Hours worked beyond ten in a single shift are billed at 1.5 times the hourly rate; hours worked beyond fourteen are billed at 2.0 times the hourly rate. All Crew members must receive a minimum consecutive turnaround period of ten hours between the end of one shift and the start of the next. If Customer requires Crew to begin work before the ten-hour turnaround has elapsed, all hours worked during the turnaround period will be billed at 1.5 times the applicable hourly rate until the full ten-hour turnaround is restored.
If setup time is compressed from the originally agreed schedule, or if rooms must be struck and reset daily, additional labor charges will apply and will be invoiced at D24K's then-current rates. Customer shall provide hot meals for all D24K Crew members during Event dates, as applicable to the shift. If Customer is unable or unwilling to provide meals, Customer shall pay D24K a meal allowance of $30.00 per Crew member per meal, and must notify D24K in writing at least fourteen days prior to the Event.
Customer must provide validated parking for all D24K staff and vehicles, a designated break area, and access to water for Crew. Where Customer is providing hotel accommodations for D24K Crew, Customer shall provide one private room per technician; shared rooms are not acceptable. Any union labor, facility-mandated drayage, rigging charges, electrical patch fees, or other venue-imposed labor costs are the sole responsibility of Customer and are not included in D24K's Quote unless expressly stated. D24K's Crew members have final authority on all technical, safety, and operational decisions relating to the setup, operation, and strike of the Rented Property. Customer and venue staff shall not direct, override, or interfere with D24K Crew operations. If D24K determines at any time that site or Event conditions violate applicable safety regulations or pose an unreasonable risk to Crew or the public, D24K may suspend or cease services immediately without liability to Customer and without waiver of any amounts owed. Any delay or damage caused by Customer's interference with D24K Crew will be billed to Customer at applicable overtime rates.
Where Customer is supplying stagehand labor in connection with any D24K services, all stagehands provided by Customer must be experienced and capable of performing the required work in a safe and competent manner. D24K shall determine, in its sole discretion, the number of stagehands required to complete the work within the agreed schedule, and Customer shall provide that number of qualified personnel. If Customer fails to provide a sufficient number of stagehands, or if any stagehand provided by Customer is determined by D24K to lack the experience or competency necessary to perform the required work safely, D24K reserves the right to: (i) require Customer to immediately supplement or replace such personnel; (ii) have D24K's own Crew perform the additional work; or (iii) procure additional labor from a third party to complete the work. In any such case, Customer shall be responsible for all additional labor charges incurred by D24K at D24K's then-current rates, including any overtime charges, without offset or reduction. D24K's Crew shall not be required to perform work that falls outside the scope of the applicable Quote due to Customer's failure to provide adequate stagehand labor.
This Agreement commences upon Delivery and continues in full force and effect until the Rented Property is returned to D24K's facility and accepted in writing by D24K. All payment obligations, indemnification duties, and limitations of liability survive termination or expiration of this Agreement and shall remain enforceable notwithstanding the dissolution, winding up, or insolvency of either party.
This is a rental agreement only. All right, title, and interest in the Rented Property remains exclusively with D24K at all times. Customer shall acquire no ownership right, title, security interest, lien, or other encumbrance in or upon any Rented Property by virtue of this Agreement or any payment made hereunder. Customer shall protect D24K's title, keep the Rented Property free of all claims, liens, and encumbrances, and shall not remove, cover, or alter any serial numbers, identification tags, or ownership markings on the Rented Property. D24K hereby reserves and Customer hereby grants to D24K a contractual lien on any Rented Property in Customer's possession or control as security for all amounts owed by Customer under this Agreement, in addition to any lien rights available to D24K under applicable law.
Customer shall at all times during the Risk Period: (a) maintain the Rented Property in good condition and use it only for its intended purpose, in accordance with manufacturer guidelines, and within rated capacity; (b) provide adequate electrical power, space, rigging support, and overnight security for all Rented Property; (c) obtain and pay for all required permits, licenses, approvals, and inspections, and comply with all venue, OSHA, and applicable local, state, and federal safety regulations — failure to comply with applicable safety regulations shall constitute a material breach of this Agreement and shall entitle D24K to suspend or terminate performance immediately without liability; (d) not sublease, assign, transfer, or permit any third party to use or operate the Rented Property without D24K's prior written consent; (e) not modify, repair, disassemble, alter, or attempt to service any Rented Property without D24K's prior written consent, and acknowledge that unauthorized modification voids all of D24K's obligations with respect to that item and Customer shall bear full replacement cost; (f) ensure that all specialized or complex equipment is operated exclusively by D24K Crew or by Customer personnel expressly approved in writing by D24K; (g) return all Rented Property clean, free from markings, tape residue, paint, adhesives, or other foreign matter, in the original or approved shipping containers; and (h) notify D24K immediately in writing of any malfunction, damage, loss, theft, or other adverse event affecting any Rented Property during the Risk Period.
If any Rented Property cannot be set up or operated due to inadequate space, insufficient power, venue restrictions, or other conditions within Customer's control, Customer remains responsible for full payment of the applicable rental charges. Customer, and the individual executing or accepting this Agreement on behalf of Customer, shall be jointly and severally liable for all obligations under this Agreement.
Customer shall notify D24K in writing no fewer than fourteen days before the Event of any intended use involving pyrotechnics, open flame, fog or haze machines, special effects, exotic animals, motor vehicles indoors, stunts, explosives, lasers, strobe effects, or hazardous materials. D24K reserves the right to refuse to provide or continue service in connection with any use it deems unsafe or uninsurable. Customer is solely responsible for obtaining all required permits, insurance endorsements, and regulatory approvals for any such special use. No spray painting, sanding, or other surface-altering activity may occur in proximity to D24K equipment without D24K's prior written consent. Customer shall be liable for any resulting cleaning, repair, or replacement costs.
Customer acknowledges that the Rented Property is received in good, serviceable condition unless written notice of any defect or discrepancy is provided to D24K within twenty-four hours of Delivery. Absent such notice, Customer's acceptance of Delivery constitutes confirmation that the Rented Property is complete and in good working order. Customer is responsible for the safe, timely, and complete Return of all Rented Property in the same condition as delivered, ordinary wear excepted. Late returns accrue additional rental charges at the daily rate stated in the Quote, beginning on the first day following the scheduled return date.
Return shall not be effective until: (i) the Rented Property is physically received at D24K's facility during business hours; (ii) D24K has unpacked and fully inspected all items; and (iii) D24K has issued written acceptance. Rental charges continue to accrue until these conditions are satisfied. Customer bears all risk of loss or damage during return transit unless transportation is performed by D24K. Any item not returned within seven calendar days after the scheduled return date, without prior written consent from D24K, will be deemed a total loss and Customer shall be liable for the Replacement Value of that item.
Where D24K has been engaged to pick up equipment directly from Customer or a venue at the conclusion of an Event, Customer is responsible for ensuring that all Rented Property has been fully collected, consolidated, and packed in its appropriate cases, containers, or packaging prior to D24K's driver arriving for pickup. Any item that is not presented to D24K's driver at the time of pickup, whether due to Customer's failure to locate, pack, or make available any piece of equipment, shall be subject to continued daily rental charges at the rate stated in the applicable Quote until that item is recovered by D24K, and Customer shall be liable for the full Replacement Value of any item that is not subsequently returned. D24K's driver is not responsible for searching the venue, sorting loose equipment, or repacking items that were not prepared by Customer prior to arrival.
Where D24K has been engaged to load out equipment from a venue, Customer is responsible for ensuring that D24K's Crew is granted sufficient uninterrupted time to complete the load-out before the venue closes or imposes access restrictions. Customer shall communicate to the venue, in writing prior to the Event, that venue access must remain available until D24K's load-out is fully complete, and Customer shall obtain written confirmation of this arrangement from the venue where required. If a venue closes, restricts access, or otherwise prevents D24K from completing the load-out before all equipment has been removed, D24K reserves the right to return on the next available date to retrieve any remaining equipment, and Customer shall be responsible for all additional labor, transportation, and storage charges associated with that return trip, as well as any continued rental charges accruing on equipment that could not be removed. D24K shall not be liable for any damage to or loss of equipment left at a venue as a result of Customer's failure to secure adequate load-out time.
Customer is strictly liable for any loss, theft, damage, or destruction of the Rented Property during the Risk Period, regardless of cause, including acts of God, weather, acts of third parties, or venue conditions, except to the extent caused by D24K's own gross negligence or willful misconduct. If Rented Property is returned in a damaged but repairable condition, Customer shall pay: (i) the full cost of repair, whether performed in-house or by an outside vendor at D24K's election; and (ii) rental charges at the applicable daily rate for the entire period during which the item is out of service for repair, not to exceed the item's Replacement Value. If any item is damaged beyond repair, lost, or stolen, Customer shall pay D24K the full Replacement Value of that item. D24K's determination of whether an item is repairable and the cost of repair or replacement shall be final and binding. Rental payments are never applied toward or credited against any repair or replacement costs owed by Customer. D24K may require a security deposit equal to the Replacement Value of all or part of the Rented Property prior to Delivery.
Customer may request additional equipment or services during the Event by written or verbal authorization to D24K's on-site representative. D24K's on-site representative has full authority to approve scope changes on D24K's behalf. Customer's verbal authorization of any additional order or scope change is binding and shall be reflected on the final invoice; Customer waives any right to dispute charges arising from scope changes that Customer verbally authorized during the Event. D24K is not obligated to fulfill additional orders that cannot be accommodated within its available inventory and staffing.
D24K makes no representations or warranties of any kind, express or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, or freedom from defects. All Rented Property is provided in its condition at the time of Delivery. D24K does not warrant that the Rented Property will meet Customer's specific technical requirements or that its operation will be uninterrupted or error-free. Customer is solely responsible for determining the suitability of the Rented Property for Customer's intended use.
In the event of equipment malfunction during the Risk Period that is attributable to D24K and not to Customer's misuse, damage, or failure to follow operating instructions, D24K's sole obligation shall be, at its election, to: (i) repair the affected item; (ii) replace the affected item with a functionally equivalent item; or (iii) issue a pro-rata credit or refund of the applicable rental charge for the affected item for the period it was non-operational. In no event shall D24K be liable for consequential damages, lost profits, event cancellation costs, reputational harm, or losses to third parties arising from equipment malfunction, regardless of whether D24K was advised of the possibility of such damages.
D24K shall not be liable for any loss, corruption, accidental transmission, unauthorized broadcast, or failure to record any audio, video, data, or other content handled, transmitted, or processed by D24K equipment or Crew during an Event, except to the extent directly caused by D24K's gross negligence or willful misconduct. Customer is solely responsible for maintaining independent backups of any content or media and for ensuring that all content provided to D24K for display, playback, or transmission is properly licensed. D24K assumes no responsibility for the quality, accuracy, or legality of content supplied by Customer or third parties.
D24K reserves the right to photograph, video record, and otherwise document Events for use in D24K's promotional materials, website, social media, and sales activities. Customer may opt out of this right by providing written notice to D24K at least forty-eight hours before the Event. No portion of any Event, Rented Property, or D24K Services shall be recorded, reproduced, broadcast, or transmitted in any form by Customer or any third party without D24K's prior written consent.
Customer is solely responsible for obtaining and paying for all required licenses, clearances, permits, and royalties for any music, video content, images, trademarks, logos, or other intellectual property used, displayed, performed, or transmitted at the Event, including but not limited to licenses required by ASCAP, BMI, SESAC, or any other performing rights organization. Customer shall indemnify, defend, and hold harmless D24K from any and all claims, fines, penalties, or liabilities brought against D24K arising from any intellectual property or licensing violation at the Event, including any claim arising from content that Customer directed D24K to display, play, or transmit, regardless of whether D24K had knowledge of the unlicensed nature of such content.
Prior to Delivery, Customer shall provide D24K with a valid certificate of insurance evidencing the following minimum coverage, in force throughout the Risk Period: (a) commercial general liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate, covering bodily injury, property damage, and personal and advertising injury; (b) property insurance covering all Rented Property for loss, damage, theft, and destruction in an amount equal to the full Replacement Value of all Rented Property, including D24K's continuing rental charges during any repair or replacement period. All policies shall name D24K Sound, LLC d/b/a D24K Productions as an additional insured and loss payee, coverage shall be primary and non-contributory, and policies shall contain a waiver of subrogation in D24K's favor. All policies shall provide D24K with at least thirty days' prior written notice of cancellation, non-renewal, or material change.
Failure to provide proof of insurance prior to Delivery does not relieve Customer of any obligation under this Agreement, and Customer remains personally liable for the full amount of any loss regardless of whether Customer's insurer pays, denies, or limits any claim. If Customer's insurance carrier pays any amount to D24K that is less than the full amount owed, Customer shall pay the difference to D24K within thirty days. If Customer fails to provide required insurance, D24K may, at its option: (i) procure appropriate coverage and charge the cost to Customer; or (ii) cancel this Agreement without liability, retaining all deposits and amounts accrued.
Customer shall defend, indemnify, and hold harmless D24K, its members, officers, employees, agents, subcontractors, successors, and assigns from and against any and all claims, demands, suits, damages, losses, costs, and expenses, including reasonable attorney's fees and court costs, arising out of or related to: (i) Customer's use, possession, operation, or storage of the Rented Property; (ii) operation of any Rented Property by persons not authorized in writing by D24K; (iii) bodily injury or death of any person at the Event; (iv) damage to venue property or third-party property caused by Customer, Event attendees, or any other vendor or contractor present at the Event; (v) Customer's breach of this Agreement; (vi) Customer's failure to obtain required permits, licenses, or insurance; (vii) any intellectual property or licensing violation at the Event, including any claim arising from content Customer directed D24K to display, play, or transmit; or (viii) the acts or omissions of any third-party vendor, contractor, or service provider present at the Event whose actions or equipment interact with or affect D24K's equipment or personnel; except to the extent directly and solely caused by D24K's gross negligence or willful misconduct. D24K assumes no responsibility for damage to Customer's property or vehicles, or to any property in Customer's care, custody, or control, regardless of cause.
Each of the following constitutes a default under this Agreement: (a) Customer fails to make any payment when due; (b) Customer fails to maintain the required insurance; (c) Customer materially breaches any provision of this Agreement; (d) Customer becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to any bankruptcy or receivership proceeding; (e) Customer subleases, assigns, or transfers the Rented Property without consent; (f) any representation or warranty made by Customer proves false or misleading; or (g) D24K reasonably believes the Rented Property is at unusual risk of loss or damage. Upon the occurrence of any default, D24K may, without notice or demand and without any legal process: (i) declare all amounts owed under this Agreement immediately due and payable; (ii) terminate this Agreement and Customer's right to possession of the Rented Property; (iii) enter any premises and repossess the Rented Property, wherever located, without liability for trespass; and (iv) pursue any other remedy available at law or in equity. All remedies are cumulative and may be exercised simultaneously or successively. Termination or expiration of this Agreement shall not release Customer from liability for any obligations arising prior to termination.
D24K may engage subcontractors and third-party vendors to fulfill any portion of the Services. D24K shall not be liable for delays, failures, or acts of subcontractors not under D24K's direct operational control. Where D24K subcontracts equipment from third parties to fulfill Customer's order, Customer assumes risk for such subrented equipment on the same terms as D24K's own equipment during the Risk Period.
D24K shall not be liable for any delay or failure in performance caused by events beyond its reasonable control, including without limitation acts of God, fire, flood, natural disaster, acts of government or public authority, pandemic or public health emergency, labor disputes or strikes, supply chain disruptions, or failure of transportation. A force majeure event affecting Customer shall not excuse Customer's obligation to pay for any costs, deposits, or labor already incurred or committed by D24K prior to the occurrence of such event. In all cases, Customer remains responsible for all non-refundable deposits and all amounts accrued through the date the force majeure event prevents performance.
In no event shall D24K's total liability under this Agreement, whether in contract, tort, or otherwise, exceed the lesser of: (i) the total fees actually paid by Customer to D24K for the specific Rented Property or Services giving rise to the claim; or (ii) Customer's actual direct damages. This cap applies to all claims in the aggregate, regardless of the number of incidents or claims. In no event shall D24K be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including without limitation lost revenue, lost profits, loss of business opportunity, loss of goodwill, reputation, data, or content, or any losses arising from event cancellation or interruption, arising out of or related to this Agreement, even if D24K has been advised of the possibility of such damages. This limitation applies regardless of the legal theory on which any claim is based and regardless of whether D24K has been informed of the possibility of such loss.
D24K shall not disclose Customer's non-public, confidential, or proprietary business information to any third party except as reasonably necessary to perform the Services or as required by law. This obligation survives termination of the Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without reference to its conflict-of-law provisions. The parties agree to attempt in good faith to resolve any dispute arising under this Agreement through direct negotiation within fifteen days of written notice of the dispute. If not resolved, the parties agree to submit the matter to non-binding mediation in Philadelphia, Pennsylvania, before filing any lawsuit. Exclusive venue and jurisdiction for any legal action arising under this Agreement shall be in the state or federal courts located in Philadelphia County, Pennsylvania. Each party consents to personal jurisdiction in such courts and waives any objection to venue therein. Customer and D24K each irrevocably waive any right to a trial by jury in any dispute arising under or related to this Agreement, to the fullest extent permitted by applicable law. The prevailing party in any legal action brought to enforce this Agreement shall be entitled to recover its reasonable attorney's fees, court costs, and other out-of-pocket litigation expenses from the non-prevailing party.
Severability: if any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall continue in full force and effect, and a court of competent jurisdiction may reform any unenforceable provision to the maximum extent permitted by law. Assignment: Customer may not assign or transfer this Agreement, or any rights or obligations hereunder, without D24K's prior written consent; any purported assignment without such consent is void; D24K may assign this Agreement without Customer's consent in connection with a merger, acquisition, or sale of substantially all of D24K's assets. Waiver: no failure or delay by D24K to enforce any provision of this Agreement shall constitute a waiver of that provision or of D24K's right to enforce it in the future; D24K's performance under or signature upon any Customer-provided contract, purchase order, vendor agreement, or other document shall not constitute a waiver of any provision of this Agreement and shall not be construed as D24K's acceptance of any terms contained in such document that conflict with this Agreement. Entire Agreement and Supremacy: this Agreement, together with the applicable Quote or Service Order, constitutes the entire and controlling agreement between the parties with respect to the provision of Rented Property and Services, and supersedes all prior and contemporaneous written or oral agreements, representations, and understandings; no Customer-provided contract, purchase order, venue agreement, master service agreement, or similar document shall modify, limit, or supersede any provision of this Agreement unless D24K has executed a written amendment that expressly identifies by section number the specific provisions of this Agreement being modified and is signed by an authorized officer of D24K; the execution of any such amendment shall be narrowly construed and shall not be deemed a general waiver of any other provision of this Agreement. Future Orders and Updates: these Terms and Conditions govern all future rentals and Services provided by D24K to Customer; D24K may update these Terms and Conditions at any time by posting a revised version on its website, and the version in effect at the time of the applicable Quote or Service Order shall control; continued use of D24K's services following any update constitutes acceptance of the revised terms. Notice: all notices under this Agreement shall be in writing and delivered by hand delivery with written acknowledgment, U.S. certified mail with return receipt requested, nationally recognized overnight courier, or email with confirmed delivery receipt; notices to D24K shall be sent to info@d24ksound.com. Survival: sections relating to payment obligations, personal guaranty, indemnification, limitation of liability, lien rights, confidentiality, governing law, and warranty disclaimer survive any termination or expiration of this Agreement and shall remain in full force and effect notwithstanding the dissolution or insolvency of any party. D24K reserves the right to refuse to do business with any person or entity at any time, for any reason.
