This Equipment Rental Agreement (this "Agreement" or the “Equipment Rental Agreement”) is made and entered into as of __July 27, 2024__________ (the “Effective Date”), by and between the “Client”, and Silence Activations Inc., a Georgia corporation with its principal address at 3710 Longview Drive #1 Atlanta Ga 30341 (the "Company" or “Silence Activations”) (each, a “Party” and collectively, the “Parties”).

RECITALS

WHEREAS, Client desires to rent certain audio, audiovisual, headphone, music, and related equipment from Company, and Company desires to rent certain audio, audiovisual, headphone, music, and related equipment to Client in accordance with the terms and conditions herein; and

NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual covenants, terms, promises, obligations, and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

AGREEMENT

1. Equipment Rental. Client hereby agrees to rent to certain audio, audiovisual, headphone, music, and related equipment from Company (the “Equipment”), as more particularly set forth in: (i) the rental invoice (the “Invoice”) sent to Client by Company, attached hereto as Exhibit “A” and incorporated herein by reference, and as more particularly described in the (ii) in the rental Equipment list (the “Equipment List”), attached hereto as Exhibit “B” and incorporated herein by reference.
   
   
2. Equipment Rental Fee. For and in consideration of Client’s rental and use of the Equipment pursuant to the terms herein, Client shall pay Company a total rental fee (the “Rental Fee”), which shall include any applicable costs and fees associated with lost or damaged Equipment, in conformity with the amounts, format, and payment timelines set forth herein and more particularly described in the Invoice, Exhibit “A”. Client acknowledges and agrees that Company shall have no obligation to ship or deliver any Equipment to Client until and unless Client has paid to Company the entire Rental Fee in-full, including any applicable Security Deposit, as such term is defined hereinbelow. 
3. Security Deposit. Client acknowledges and agrees that at Company’s sole discretion, Company may charge Client a refundable security deposit (the “Security Deposit”), based upon the type and quantity of Equipment rented and listed on the Equipment List. In the event Company elects to charge Client a Security Deposit, at Company’s sole discretion, such Security Deposit may be listed on the Invoice, Exhibit A, and the Equipment List, Exhibit B, and Company shall return such Security Deposit to Client within five (5) business days from Client’s return of the Equipment. Notwithstanding the foregoing, Company may, at its sole discretion, apply the entire Security Deposit, or any portion thereof, against any damages to the Equipment that are sustained during Client’s rental, use, or possession of the Equipment. The Parties acknowledge and agree that any Security Deposit required by Company and listed on the Invoice, if any, shall not bear interest during Company’s possession of the Security Deposit, and Company shall provide notice to Client of any withholding of any portion of the Security Deposit as a result of damage to the Equipment, prior to any such withholding of the Security Deposit.
   
   
4. Insufficient Funds. Client agrees that Company may charge Client up to Two Hundred Fifty and No/100 Dollars ($250.00) for each check that is returned to Company for lack of sufficient funds, which such returned check fee shall represent the reasonable estimate of damages and administrative costs incurred by Company as a result of such returned check.
   
   
5. Risk or Loss of Damage. Between the time of delivery of the Equipment to Client and the return of such Equipment by Client to Company, Client hereby (a) assumes all risks of loss or damage to the Equipment, regardless of cause, and (b) agrees to return the Equipment to the Company in substantially the same condition that Client received the Equipment from the Company, excepting any “ordinary wear and tear”. Client agrees that Company or Company’s appointed agent shall be have sole discretion in determining the scope of such “ordinary wear and tear”. Client acknowledges and agrees that “delivery” of the Equipment and possession of the Equipment by Client shall commence immediately upon such Equipment being delivered to or dropped off at the delivery location and/or address provided to Company by Client, regardless of whether or not Client physically signed for the delivery of such Equipment in person. Company encourages Client to monitor the tracking information provided for the shipped Equipment and estimated date and time for the delivery of such Equipment to reduce the risk of theft or loss of the Equipment following delivery.   

6. Term/Termination. This Agreement shall commence upon the Effective Date and shall terminate upon Client’s return delivery of the Equipment to Company (the “Term”). Client agrees that Company may terminate this Agreement for any reason prior to the expiration of the Term by providing notice to Client. In the event of Company’s termination of this Agreement by notice, Client shall immediately return all Equipment in its possession to Company, and Company reserves the right to take possession of the Equipment from Client. Client may terminate this Agreement by providing written notice of such termination to Company at least forty-eight (48) hours prior to Company’s shipment of the Equipment to Client. If Client elects to terminate this Agreement by providing written notice to Company at least forty-eight (48) hours prior to Company’s shipment of the Equipment to Client, all Rental Fees, Security Deposits, and other costs paid by Client to Company prior to the termination shall be non-refundable; however, Company, at its sole discretion, may offer Client a future rental credit up to the value of such previously paid fees, which Client may use for booking a future event or Equipment rental from Company within one (1) year following the date of termination. Client may not terminate this Agreement following Company’s shipment of the Equipment to Client. Except for any applicable Security Deposit paid by Client, all other fees paid by Client to Company pursuant to this Agreement, including but not limited to, the Rental Fee are non-refundable upon payment. Sections 2, 3, 4, 5, 13, 14, 15, 16, 17, and 22 shall survive the termination of this Agreement. 
   
   
7. Care and Operation of Equipment. Client acknowledges and agrees it will use the Equipment in a reasonable, careful, proper manner. Client further acknowledges and agrees that it will not use the Equipment in a reckless manner and will comply with all laws, ordinances, and regulations relating to the possession, use, or maintenance of the Equipment, including registration and/or licensing requirements, if any.
   
   
8. Maintenance and Repair. Client and/or Client’s customers shall use and maintain the Equipment in good operating condition, allowing for reasonable wear and tear.
   
   
9. Branding. Client shall not place any stickers, tape, logos, or other adhesive materials on headphones or any Company Equipment unless after first obtaining the prior written consent of Company. A charge of $3.50 per piece of Equipment may be assessed by Company against Client for any unauthorized placement of stickers, tape, logos, or other adhesive materials on headphones or any Company Equipment.

10. Company’s Right of Inspection. Company shall have the right to inspect the Equipment at any time during Client's normal business hours.

11. Rental Period/Return of the Equipment. The rental period (the “Rental Period”) shall commence upon the of delivery of the Equipment to Client as discussed in Section 5 hereinabove, and the Rental Period shall end at 11:59 p.m. on the Event Date, as such term is defined and date is provided by Client on the Equipment Rental Shipping Form, attached hereto as Exhibit “C” and incorporated herein by reference. Client agrees that it shall physically return the Equipment to Company on the next business day immediately following the Event Date or ship the Equipment to Company on the next business day immediately following the Event Date using the prepaid shipping label provided by Company, unless otherwise agreed in writing by both Parties. If Client fails to physically return or ship the Equipment back to Company on the next business day immediately follow the Event Date, Company, at its sole discretion, may charge Client a flat late fee of One Hundred Dollars ($100.00), plus an additional per-headset late fee of Two Dollars ($2.00) per headset per day that Client fails to timely return or ship the Equipment back to Company.
    
    
12. Acceptance of Equipment. Client shall immediately inspect and test each item of Equipment upon delivery of said Equipment and immediately notify Company in writing if either (1): the Equipment items and quantities do not exactly conform to the Equipment descriptions and quantities listed on the Exhibit A, the Invoice; or (2) if any piece of the Equipment appears to be broken or not functioning properly. If Client fails to provide such written notice to Company in writing of an alleged nonconformity with Equipment ordered or of damaged or nonfunctioning Equipment within Two (2) calendar days following delivery of the Equipment to Client or before the Event Date, whichever is sooner, Client will be conclusively presumed to have accepted the Equipment as properly functioning and in conformity with the descriptions and quantities described on the Invoice.

13. Failure to Perform. If Client discovers a defect in or damage to the Equipment following Client’s acceptance of the Equipment pursuant to Section 12 herein above, Client shall be solely responsible for the repair or replacement cost of such Equipment at the rates described on Exhibit B, the Equipment List. Following delivery of the Equipment to Client and Client’s acceptance of the Equipment pursuant to Section 12, hereinabove, Company shall not be liable for any defect in, damage to, or loss of the Equipment for any reason, and such Equipment shall remain rented for the remainder of the Rental Period pursuant to the terms herein. Company shall not be liable for any claims, losses, damages, loss of use of equipment, or delays as a result of Client’s lack of operational or technical capability.

14. Representations and Warranties.

1. Client represents and warrants that:
   1. Any and all information including, but not limited to, applications, statements, authorizations, licenses, trade references, and financial reports, submitted to Company are true and accurate. Client acknowledges and agrees that any material misrepresentation contained within such information shall constitute default under this Agreement; and
   2. Client acknowledges and agrees that it shall only use the Equipment for lawful purposes and in conformity with the reasonable, typical, and intended use of such Equipment.

15. Indemnity of Company for Loss or Damage. In the event that Client either (a) returns any of the Equipment in a damaged or nonfunctioning condition; or (b) loses any of the Equipment, Client shall be fully responsible and liable to Company for the repair or replacement cost of such damaged or lost Equipment at the rates described on the Equipment List, Exhibit B. At any time following Company’s determination that any of the Equipment has been lost and/or damaged during the Term of this Agreement, Company may, in its sole discretion and without further notice Client, deduct the entire cost of any lost and/or damaged Equipment from the Security Deposit, if any, and charge the remaining balance of the cost of lost and/or damaged Equipment on Client’s credit card, pursuant to the terms herein and the Credit Card Authorization Form, attached hereto as Exhibit “D” and incorporated herein by reference. In the event there is no Security Deposit, Company may charge Client’s credit card listed on the Credit Card Authorization Form for the entire cost of any lost or damaged Equipment, based on the rates listed on the Equipment List, and subject to terms of the Credit Card Authorization Form.

16. Liability and Indemnification.

1.  Liability. Client agrees to assume all liability for injury, disability, and death of any persons and any injury to property to the extent arising from or caused by the Client’s operating, handling, or transporting of the Equipment during the Term of this Agreement. Company shall be not be liable for any indirect, incidental, special or consequential damages of any kind, including (without limitation) injury to persons or property, lost business, lost savings, lost data, and lost or anticipated profits, business interruption, loss of business information, or any other pecuniary loss regardless of the cause and arising out of or related to this Agreement, except as a result of willful misconduct, gross negligence, illegal actions on the part of Company.

1. Indemnification. Client agrees to fully indemnify, defend and hold harmless Company and all of Company’s affiliates and subsidiaries, directors, officers, agents, representatives, attorneys, independent contractors, and employees against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability, and suits of any kind and nature, made against Company arising, whether directly or indirectly, out of Client’s failure to adhere to the provisions of this Agreement. Client further hereby indemnifies Company and all of Company’s affiliates and subsidiaries, directors, officers, agents, representatives, attorneys, independent contractors, and employees for any and all claims filed against Client by any third-party related to or arising from the terms and conditions of this Agreement, Client’s rental or use of the Equipment, and/or Client’s negligence or unlawful conduct. In the event Company must defend any third-party action, claim, lawsuit, or dispute related to or arising from Client’s rental or use of the Equipment, the terms and conditions of this Agreement, and/or Client’s negligence or unlawful conduct, Client acknowledges and agrees that it shall promptly pay Company for all reasonable costs, expenses, fees, attorneys’ fees, and damages, resulting from, or in connection with defending such action, claim, lawsuit, or dispute.

17. Rights Upon Client Default. In the event that Client breaches or defaults on any term set forth in this Agreement, Company may, at its sole discretion and without providing notice to Client immediately: (a) take possession of the Equipment as provided by law; and (b) recover from Client in law or equity any such costs associated with repossessing the Equipment and/or enforcing the terms of this Agreement and Company’s rights hereunder, including but not limited to, Company’s reasonable attorney fees’, legal costs, and the costs of the repair or replacement of Equipment, which fees and costs Company may deduct, in its sole discretion, from any applicable Security Deposit, and the remainder of which costs and fees Company may seek to collect against Client in a court of law or equity. Company shall not be obligated to re-rent the Equipment or otherwise mitigate any such damages resulting from Client’s default of this Agreement, unless as required by law.

18. Notice. Any notice which may be given by a Party under this Agreement shall be deemed to have been duly delivered if delivered by hand, by U.S. certified mail, return receipt requested, or by electronic mail to the address of the other Party as specified in this Agreement, with confirmation of a delivery receipt, or by any other address notified in writing to the other Party.

19. Assignment. Client shall not assign any interest in or any responsibilities set forth in this Agreement or the Equipment, or permit the Equipment to be used by anyone other than the Client or Client's employees without Company's prior written consent.

20. Governing Law, Jurisdiction, and Dispute Resolution. Except as otherwise specified in this Agreement, all disputes arising out or in connection with this Agreement will be governed by and construed in accordance with the laws of the State of Georgia, excluding that body of law pertaining to conflict of laws. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Fulton County in the state of Georgia and the Parties hereby irrevocably consent to the personal jurisdiction and venue therein. Company may elect to bring action for the collection of unpaid fees and Client shall pay of Company’s collection costs, including attorney’s fees and related costs.

21. Electronic Signatures/Authority.  The Parties hereto and the signatories below acknowledge and agree that each have the full authority to enter into this Agreement, execute this Agreement on behalf of the Parties, and to bind the Parties to the terms and conditions herein. The Parties further acknowledge and agree that this Agreement and any Exhibits attached hereto and incorporated herein may be executed by electronic signature of the Parties, and such electronic signature carries the full weight and authority of the law, shall be binding and enforceable against the Parties, and have the same legal effect as if such signature were hand-written in ink. 

22. Miscellaneous. This Agreement supersedes all prior agreements between the Parties concerning the subject matter hereof and constitutes the entire agreement between the Parties with respect thereto. This Agreement may be modified only with a subsequent written instrument duly executed by both of the Parties. No waiver by any Party of any breach of this Agreement shall be deemed to be a waiver of any proceeding or succeeding breach; any waiver is only valid if in writing signed by the Party making the waiver. The headings and titles to the Paragraphs of this Agreement are inserted for convenience only and shall not be deemed a part of or effect the construction or interpretation or any provision hereof. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts together shall constitute but one and the same instrument. Neither Party hereto shall be deemed to be the drafter of this Agreement and, if this Agreement is construed in any court or arbitration proceeding, said court or arbitrator shall not construe this Agreement or any provision hereof against either Party as the drafter hereof. If any phrase, clause or provisions of this Agreement is declared invalid or unenforceable by a court or arbitrator of competent jurisdiction, such phrase, clause or provision shall be deemed severed from this Agreement, but will not affect any other provision of this Agreement, which shall otherwise remain in full force and effect. If any restriction or limitation in this Agreement is deemed to be unreasonable, onerous or unduly restrictive by a court or arbitrator of competent jurisdiction, it shall not be stricken in its entirety and held totally void and unenforceable, but shall remain effective to the maximum extend permissible within reasonable bounds. 

IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the Effective Date.

EXHIBIT "A"

Invoice

Headphone Rental Kit

EXHIBIT "B"

Equipment List 
Items below are in effect if not specifically outlined otherwise on the client invoice.

Security Deposit 

A $1000 security deposit hold may be taken on orders over 150 headphones.

I have read and accept the terms and agreement as set forth by the Silence Activations Rental Agreement above.

EXHIBIT “C”

Equipment Rental Shipping Form 

SHIPPING SIGNATURE WAIVER

I understand that Silence Activations DOES NOT require a signature to leave the equipment at your office/home if someone is not present to receive the packages. Requiring a signature will result in the shipping service making sure they hand the equipment to someone.

Signature NOT required: The package will be left unattended and is susceptible to theft and natural elements like rain that will damage the equipment. You will be liable for the missing/damaged Equipment from the date and time of delivery.

Signature Required: If a person is not present to receive the equipment, the delivery person will attempt the following business day. This may result delay in receiving the equipment and fir you to miss your event date. Silence Activations is not liable for any damages due to delayed receipt of the equipment from redelivery.

Rental Shipping Details: 

(EQUIPMENT ARRIVES 1-2 DAYS BEFORE THE EVENT)*

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Document name: SILENCE ACTIVATIONS EQUIPMENT RENTAL AGREEMENT 2024

Unique Document ID: 4f7921c81a8d2afdf882b396ac707c56a8287105

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Timestamp	Audit
May 16, 2024 12:40 am EDT	SILENCE ACTIVATIONS EQUIPMENT RENTAL AGREEMENT 2024 Uploaded by Simon Rimmer - [email protected] IP 136.55.47.54

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