GENERAL TERMS AND CONDITIONS 

1. ACCEPTANCE. These General Terms and Conditions (“Terms”) govern the provision of equipment, labor, and services to be provided by ASAV, LLC (ASAV) to the customer (“Customer”) for the event (“Event”) at the venue (“Venue”), each as specified in the Event Quote (or similar ordering document) to which these Terms are attached, and form an integral part of such Event Quote or similar ordering document. All prices are subject to change without notice following the Acceptance Period. ASAV agrees to provide and Customer agrees to pay for, the charges for equipment, labor, and services specified in the Event Quote. The Event Quote and these Terms may be collectively referred to as the “Agreement.” 

2. ESTIMATE. ASAV developed this Event Quote based upon information provided by the Customer. This Event Quote is only an estimate of equipment and services ASAV will provide in connection with the Event. Therefore, any estimate provided to Customer in connection with the expected service hours, labor hours and/or number of days the Equipment is rented is solely an estimate. If the actual hours, actual quantities of Equipment rented hereunder or actual days the Equipment is rented is greater than the amount indicated in any proposal or quote, Customer will be charged for those overages at ASAV's standard rates, less any applicable discounts. In the case where Customer requests and ASAV provides, equipment, services, or labor in connection with the Event that is in excess of what is specified in the Event Quote, the parties will execute updated/ amended forms or change orders as needed to indicate approval of these additional terms. Customer will be charged and pay for all such additional equipment, services, or labor (including rental fees and freight) at ASAV’s prevailing standard rates, whether or not any additional forms are executed. Unless otherwise itemized on the Event Quote, all pricing excludes sales tax, freight and shipping/handling. 

3. LABOR RATES. ASAV bases labor rates upon prevailing rates and practices at the Venue and of the ASAV business division providing the equipment and services. ASAV developed labor estimates based on information provided by the Customer. 

4. SERVICE CHARGES. If Service Charges are listed on your Event Quote, then this Section 5 shall apply. The Venue or ASAV may bill service charges in association with an Event. Service charges are NOT gratuities that are paid in whole or in part to ASAV or other employees in connection with the Event. 5. LOSS DAMAGE WAIVER (LDW). If LDW is quoted in the Event Quote and is accepted by Customer, then ASAV will waive charges for loss or damage to ASAVowned equipment provided that: (1) if any loss or damage occurs, Customer agrees it will be required to participate in any investigation by ASAV, facility security, insurers, or other authorities; and (2) if ASAV determines that the loss or damage was intentionally caused by Customer or its representatives, the LDW will not apply and Customer will be fully responsible for all such loss or damage. 

6. EQUIPMENT HANDLING. ASAV personnel must handle all equipment. Customer or any other party may not move, store, or service the equipment with the exception of the mounting and securing of monitors to Customer booth or other structure. Mounting and securing monitors to booths or other structures is the sole responsibility of the Customer. Customer permits ASAV free access to the equipment at any time before, during, or after the Event for purposes of set/strike, maintenance, and routine checks. ASAV retains all title and rights in and to the equipment and all related accessories. 

7. DAMAGE & SECURITY. Customer agrees that, prior to the beginning of the event, it shall have the right to review and inspect the equipment with ASAV personnel to confirm it is in good operating condition. Customer shall immediately notify ASAV if any equipment is defective or not in good operating condition. Customer’s failure to review or inspect the equipment prior to the start of the event or notify ASAV if the equipment is defective or not in good operating condition shall be deemed an acknowledgment that the equipment is in good operating condition. 

8. EQUIPMENT FAILURE. ASAV maintains and services its equipment in accordance with the manufacturer's specifications and standard industry practice. However, ASAV does not warrant or guarantee that the equipment or services ASAV provides will be free of defect, malfunction, or operator error. If the equipment malfunctions or does not operate properly during the Event for any reason, Customer agrees to immediately notify an ASAV representative. ASAV will attempt to remedy the problem as soon as possible so that no problems interrupt the Event. Customer agrees and acknowledges that ASAV assumes no responsibility or liability for any loss, cost, damage, or injury to persons or property in connection with the Event because of inoperable equipment or other service issues. 

9. EVENT CANCELLATION. If Customer cancels the Event or the provision of audiovisual equipment, labor, or services by ASAV 30 days or more before the first day of the Event, no cancellation charges will apply, except for any expenses actually incurred or services actually rendered by ASAV, which will be payable by Customer. Cancellations received 29 to 15 days before the first day of the Event will be subject to a cancellation charge equal to 50% of the charges contained in the Event Quote. Cancellations received 14 to 3 days before the first day of the Event will be subject to a cancellation charge of 75% of the charges contained in the Event Quote. Cancellations received less than 3 days (72 hours) before the first day of the Event or the start of load-in, whichever is earlier, or after equipment has departed from its storage facility, will be subject to a cancellation charge equal to 100% of the total charges set out in the Event Quote. Customer agrees and acknowledges that the cancellation charges described in this paragraph are reasonable and appropriate under the circumstances if Customer cancels the Event or cancels the provision of audiovisual equipment, labor, or services by ASAV, and that such charges are not a penalty. Cancellation fees, including fees to cover any incurred ASAV costs, will be due immediately upon any such cancellation by Customer. 

10. INDEMNIFICATION. Customer and ASAV each hereby forever agree to indemnify, defend, and hold harmless the other for any and all third party claims, losses, costs (including reasonable attorneys’ fees and costs), damages, or injury to property and persons (including death) as a result of the negligent acts, errors, or omissions of the indemnifying party and its respective employees, agents, representatives, and contractors. Customer also agrees to indemnify, defend, and hold harmless ASAV against all claims for copyright, patent, or other intellectual property infringement including claims for licenses and royalties, as a result of ASAV’s use of any and all Customer-provided materials such as images, recordings, transmissions, videos, software, hardware, or any other form of intellectual property, etc., in connection with the Event. 

11. LIMITATION OF LIABILITY. Under no circumstances will either party be liable to each other for any indirect, exemplary, reliance, special, or consequential damages (including, but not limited to, loss of revenues or profits, interest, use, or other consequential economic loss) howsoever caused, whether arising in contract, tort, or otherwise, and even if such damages are foreseeable to such party or such party has been advised of the possibility of such damages. EACH PARTY’S TOTAL LIABILITY IN THE AGGREGATE FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH AN EVENT QUOTATION AND THE EVENT ITSELF WITH RESPECT TO ANY EXPENSE, DAMAGE, LOSS, INJURY, OR LIABILITY OF ANY KIND (INCLUDING INDEMNIFICATION OBLIGATIONS) WILL BE LIMITED TO AND WILL NOT EXCEED AN AMOUNT THAT IS EQUIVALENT TO THE CHARGES TO BE PAID BY CUSTOMER IN RESPECT OF THE APPLICABLE EVENT. 

12. COOPERATION IN INVESTIGATIONS. ASAV and Customer each agree to promptly notify the other of any incidents, physical injuries, property damage, claims, demands, losses, causes of action, general damages, and expenses that may arise during ASAV’s performance of the services for Customer. ASAV and Customer further agree to work together on the investigation of any such matters unless its own legal counsel, any law enforcement, or any other authority otherwise instructs either party. 

13. NO OTHER WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE EQUIPMENT, LABOR, AND SERVICES ARE PROVIDED BY ASAV ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ASAV DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED. 

14. FORCE MAJEURE. The parties' performance under this Agreement is subject to governmental actions, applicable law, ordinances, or regulations; acts of God, hurricanes, earthquakes, other adverse weather conditions; war or terrorism; strikes or other labor disputes; third party failures; or any other emergency of comparable nature beyond the parties' control; in each instance making it impossible, illegal or impracticable to perform its obligations under this Agreement ("Force Majeure Event"). In the event of the occurrence of a Force Majeure Event, the parties agree that, if possible, the Event that is the subject of this Agreement will be rescheduled at the first available opportunity suitable for each party; if the parties are unable to reschedule, this Agreement may be terminated upon reasonable written notice without a cancellation charge as set forth herein, provided that in the event of any cancellation or postponement of the Event or termination of this Agreement due to a Force Majeure Event, ASAV will return to Customer any and all prepayments and deposits made by Customer, less reimbursement for any work performed and expenses incurred by ASAV up through the date of cancellation, postponement or termination (or Customer shall, within fourteen days of invoice, pay ASAV for all such expenses incurred and work performed if no deposit or prepayment has been made). 

15. MISCELLANEOUS. This Agreement will be governed and interpreted in accordance with the laws of the state of Tennessee. This Agreement (as may be subsequently amended or supplemented as mutually-agreed) are the entire agreement between the parties and supersede any prior agreements, amendments, purchase orders, written communications of any kind, or other terms previously entered into by the parties for the same services, and may only be modified by written agreement signed between the parties. For the avoidance of doubt, handwritten changes to these Terms or an Event Quote are expressly rejected unless signed or initialed by both parties. The terms of any purchase order or other document issued by Customer will not bind ASAV unless otherwise expressly agreed to by ASAV in a signed writing. Customer agrees that the Agreement and related documents may be digitally scanned and transmitted to Customer following signing by Customer, and that on acceptance by ASAV of such signed Event Quote in digital, facsimile, or other form, such signed Event Quote in ASAV’s possession will be deemed for all purposes to be an executed original. In the event any provision of this Agreement is unenforceable or inoperative as a matter of law, the remaining provisions shall remain in full force and effect and be construed as though such unenforceable or inoperative provisions had never been a part of this Agreement. All provisions of this Agreement related to indemnification, disclaimers and limitations on liability and all other obligations of the Parties that arise in connection with ASAV’s provisions of Equipment and/or Services survive the termination of this Agreement.