Rental Terms and Conditions

1. EQUIPMENT CONDITION.

Customer acknowledges that he has examined and tested the items of equipment listed herein and that the equipment is in good working condition and customer accepts the same as is, and without any rental reductions or claims therefore. Customer acknowledges that this equipment is leased without warranty or guarantee of any kind, express or implied, and that Gotham Sound and Communications, Inc. (herein referred to as "Gotham") assumes no responsibility, implied in fact or law, for the performance or non-performance of the equipment. Customer shall return to Gotham, at Customer's expense, for exchange for other equipment, any item of equipment listed herein which subsequent to delivery becomes inoperable. This provision shall not relieve Customer of responsibility in the event of damage, destruction or non-return.

All recordable media provided with rental items is for testing or backup purposes. It is strongly recommended that the customer purchase their own recordable media. Gotham Sound and Communications assumes no responsibility for any recordable media in rented audio recorders, and cannot guarantee data recovery in the event of a loss or failure.

2. PROPER USE.

This equipment, or any part thereof, may not be removed from the county of regional Gotham office, without prior written consent of the Gotham representative endorsed hereon. The equipment leased hereunder shall be used only by duly qualified employees and/or agents of Customer and in strict accordance with the laws and regulations of its location and with the use contemplated in this Agreement. Customer shall keep the equipment leased hereby in Customer's sole custody and shall not permit the leased equipment to be used in violation of any federal, state or municipal statutes, rules or regulations, and indemnifies and holds Gotham harmless from any and all fines, forfeitures, penalties, and for the violation of any statute, law, ordinance, rule or regulation of any duly constituted public authority.

3. RETURN, REPAIR, MAINTENANCE.

If any item of equipment is returned in a damaged or destroyed condition or if any such item is not returned for any reason (including, but not limited to, destruction, confiscation, theft or act of God.), Customer shall pay to Gotham the monetary value of such item. Customer specifically agrees that the monetary value of each item of leased equipment is as per replacement value list posted in Gotham's office, a copy of which will be furnished to Customer upon request. If any item is returned in a repairable, damaged condition, Customer shall pay to Gotham the cost of such repairs as determined by Gotham. In determining whether equipment shall be replaced or repaired, Gotham's judgment shall be conclusive upon Customer. Notwithstanding anything to the contrary in this Agreement, and regardless of when Customer pays Gotham the monetary value of the leased equipment or the cost of repairing the leased equipment in the event of loss or damage to the leased equipment, Gotham reserves the right to hold Customer liable for payment of rent at the rate provided in this Agreement until the equipment has actually been repaired or replaced and returned to Gotham's rental inventory, and Customer acknowledges that there may be delays in repair or replacement attributable to causes beyond Gotham's control. The acceptance of the return of the leased equipment is not a waiver by Gotham of any claims that it may have against Customer, nor a waiver of claims for latent or patent damage to the equipment.

4. RATES AND INTEREST.

The terms of payment are based upon credit information at the time of rental. Should there be any change in such information, Customer agrees that Gotham is privileged to revise the terms of payment without further notice. The first rental day shall be the day the rental equipment leaves Gotham's premises. The last rental day shall be the day the rental equipment is returned to Gotham’s premises unless equipment is returned before 10:00 AM then no rental shall be charged for the day of return. If the equipment is returned to Gotham’s premises after 10:00 AM then the last rental day is the day of return. When on daily schedule, daily rate will be charged for all days including Saturdays, Sundays and Holidays if equipment is used. When equipment is rented for less than the Weekly rate it will be charged at the Daily rate until charges equal the Weekly rate. Rent is payable upon receipt of invoice. All past due accounts bear interest at the rate of 1 1/ 2% per month (18%annually). If Gotham places the account in the hands of an attorney for collection, Customer agrees to pay reasonable attorneys' fees and court costs which may accrue. Rental rates paid will not be applied to the purchase price of any equipment listed herein.

5. TITLE AND OWNERSHIP.

Customer specifically acknowledges Gotham's superior title and ownership of the equipment and shall keep the equipment free of all liens, levies and encumbrances. Customer acknowledges that it shall be responsible for all taxes, transportation charges, duties, broker's fees, bonds, and all other costs imposed upon the leasing or use of said equipment. Customer agrees not to remove or cover the name, tag or nameplate on equipment showing ownership by Gotham.

6. RIGHT OF ENTRY.

Upon termination of the lease period or upon the breach of any provision hereof, or in the event of a proceeding in bankruptcy with regard to Customer, or the levying of any legal process upon any item of equipment herein described, or upon any use of equipment in derogation or violation of Gotham's superior title and ownership, Gotham and its agents shall be at liberty at any time thereafter to remove all of said equipment without notice or demand or any liability for damage caused by any such entry for such purpose and without prejudice to Gotham's right to receive rent due or accrued to and including date of removal of said equipment.

7. INDEMNITY AND LIABILITY.

Customer agrees to indemnify Gotham and to hold Gotham harmless from any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including attorneys' fees, arising out of, connected with, or resulting from the equipment or the personnel provided hereunder, including without limitation, manufacture, selection, delivery, possession, use, operation, conduct, or return of said equipment. Gotham shall not be liable for any loss or damage of any kind, whether caused by negligence or otherwise resulting from any delay, detention, late-delivery, non- delivery, defect or deficiency in leased equipment or other materials supplied, handled, stored, repaired, transported, received or processed or the services of technicians, drivers, or any other personnel or service provided by Gotham.

8. INSURANCE.

Customer shall, at its expense, at all times from the time of removal of equipment from lessor's premises maintain property damage insurance in amounts and with insurance companies satisfactory to Gotham, protecting Gotham as an additional insured and providing for 10 days' written notice to Gotham before any policy shall be modified or canceled. Customer shall deliver to Gotham, upon request, evidence of the insurance coverage satisfactory to Gotham. Should Customer fail to procure or pay the cost of maintaining in force the insurance specified above or to provide Gotham upon request with satisfactory evidence of the insurance, Gotham may, but shall not be obligated to, procure the insurance, and Customer shall reimburse Gotham on demand for its cost. Suffering lapse or cancellation of the required insurance shall be an immediate and automatic default by Customer under this Agreement.

9. FOREIGN USE.

All leased equipment that is due to leave the United States must be registered with U.S. Customs prior to departure. Gotham will furnish Customer with a statement giving serial number, county of origin and value of equipment at Customer's request. Adequate bonds and customs fees are to be provided by and paid by Customer. Any delay due to the Customer's failure to register leased equipment, or due to use of leased equipment outside of the U.S. shall be charged as a normal day until equipment is returned to Gotham.

10. SHIPPING COSTS.

All air or surface shipments of leased equipment made on behalf of Customer by Gotham will be shipped collect for freight charges and insurance. All leased equipment returned to Gotham by Customer must be shipped pre-paid.

11. HANDLING OF LITHIUM BATTERIES OR DANGEROUS GOODS.

Customer must adhere to all rules, laws, guidelines, and regulations when shipping any gear that contains lithium batteries or other dangerous goods. Gotham is not liable for any shipping of lithium batteries or dangerous goods when the rented equipment is in the possession of the Customer. Customer must observe all laws and standard industry practices when handling dangerous good.

12. CANCELLATION.

In the event of cancellation while on daily schedule for any reason including weather, the following charges shall apply in consideration of Gotham preparing equipment and holding it available:

1. Cancellation more than 24 hours before the time set for the lease to commence, no rental charge will apply;
2. Cancellation from 24 hours or less before the time set for the lease to commence, 100% of the daily rental rate regardless of the reason for cancellation;
3. Cancellation any time after the time set for the lease to commence, the full daily rental rate will be charged, regardless of the reason for cancellation. When on a weekly schedule rate, Customer guarantees rental for the minimum number of weeks specified on the face hereof. No reduction shall be made in the event of cancellation.

13. LEGAL FEES.

This Agreement shall be governed by the laws of the state of regional Gotham rental office and should any legal proceedings arise out of this Agreement, the prevailing party, in addition to any other recovery, shall be entitled to recover all reasonable expenses including attorneys fees.

14. CHANGES.

This Agreement expresses the entire agreement between the parties and any change thereto must be in writing.