Rental Agreement

PHOTOGRAPHY EQUIPMENT RENTAL AGREEMENT Download

By checking the box below next to “I have read the Photography Equipment Rental Agreement and agree to be bound by all of its terms and conditions” and clicking the “Submit Order” button below, this Photography Equipment Rental Agreement (hereafter referred to as “Agreement”) is made effective between you (hereinafter referred to as “you” or the “Lessee”), as a user of the “thelensloft.com” website and a person who seeks to rent the photography equipment described in the Order Details above, and all of its parts, accessories, components, boxes, cases, manuals, and instructions (hereafter altogether referred to as “Equipment”) through “thelensloft.com”, on the one hand, and Misty Rock Capital, LLC dba Lens Loft  (hereinafter referred to as the “Lessor”), on the other hand, and you agree to be bound by all of the terms and conditions of this Agreement, regardless of whether or not you have read all or any part of this Agreement.

NOW THEREFORE, in consideration of the mutual and several promises, agreements and representations herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lessor and Lessee, intending to be legally bound hereby, agree as follows:

  1. Equipment Rental.

1.1 Subject to the terms and conditions of this Agreement, and in exchange for the Rental Fees and other charges described in this Agreement, the Lessee hereby agrees to rent from Lessor, and Lessor hereby agrees to rent to Lessee the Equipment for the Rental Term identified below. 

1.2 The Equipment shall, at all times relative to this Agreement, be the property of and owned by the Lessor, except as provided in Section 5.6, below.  

  1. Right to Cancel/Refuse Equipment Rental. In Lessor’s sole discretion, Lessee agrees that Lessor may unilaterally cancel any order for Equipment, including but not limited to the order described in the Order Detail above, all or in part, for any reason, prior to depositing the Equipment with the carrier of Lessor’s choosing for shipment to Lessee. Even if Lessee has received a written or verbal order confirmation of an order from Lessor, and/or Lessor has received payment of all the charges stated in the Order Details, above, from Lessee, Lessor may still unilaterally cancel any order for Equipment, all or in part, for any reason, as stated above. Upon notice of cancelation of all or part of Lessee’s order, Lessee’S SOLE REMEDY AGAINST LESSOR SHALL BE LIMITED to only a refund of the amount paid for the portion so canceled. Lessee agrees to anticipate the possibility of cancelation when ordering the Equipment from Lessor and to make such substitute arrangements as may be required to fulfill Lessee’s needs.
  1. Equipment Rental is Subject to Availability.

3.1 Lessee agrees that Lessor has made no express or implied warranty or guaranty of availability of all or any part of any Equipment ordered from Lessor by Lessee including but not limited to the Equipment described in the Order Detail above.  Even if Lessee has received a written or verbal order confirmation of an order from Lessor, and/or Lessor has received payment of all the charges stated in the Order Details above from Lessee, Lessor may still unilaterally cancel any order for Equipment, all or in part, if the Equipment is or becomes unavailable for shipment to Lessee for the Requested Rental Period. Lessor acknowledges that all orders for Equipment are subject to the availability of said Equipment and Lessee agrees that Lessor may, in its sole discretions, either: (1) unilaterally cancel any order for Equipment, all or in part, if said Equipment is not available or if the Lessor anticipates that the Equipment will not be available for shipment to Lessee for the Requested Rental Period; or (2) ship the Equipment when it becomes available. Lessee agrees to anticipate the possibility of unavailability when ordering the Equipment from Lessor and to make such substitute arrangements as may be required to fulfill Lessee’s needs.

3.2 Upon notice of unavailability of all or part of the Equipment requestED in Lessee’s order, the Lessee may cancel all or part of the order which has not already been deposited with the carrier of  Lessor’s choosing and Lessee’S SOLE REMEDY AGAINST LESSOR SHALL BE LIMITED to only a refund of the amount paid for the portion so canceled.    

  1. Rental Fees.

4.1 Lessee shall pay the Daily Rental Rate for the Equipment for each day of the Requested Rental Period identified in the Order Details above, and for any approved extension thereof as provided in Section 5.5 below (hereafter referred to as the “Rental Fees”).

4.2 Further, in the event of a Holdover, as defined in Section 5.4 below, Lessee shall pay the Daily Holdover Rate for the Equipment in accordance with Section 5.4.

4.3 The Prepaid Rent for the Requested Rental Period, identified in the Order Details above, represents only the minimum Rental Fees to be paid by Lessee under this Agreement, based on Lessee’s anticipated usage.  However, the Rental Fees may increase if the Actual Rental Period exceeds the Requested Rental Period, as provided in Section 5.

4.3 Lessee shall not be entitled to any refund of the Prepaid Rent for the early return of the Equipment.   The Prepaid Rent is non-refundable, except as provided in Sections 2 & 3 above or if the Equipment becomes inoperable through no fault of the Lessee in accordance with Section 7 below or is canceled by Lessee in accordance with Section 8 below or arrives with Pre-Existing Damage which renders the Equipment inoperable in accordance with Section 12.1 below.

  1. Rental Period.

5.1 The Requested Rental Period identified in the Order Details above is only the minimum Rental Period for which the Lessee will rent the Equipment.  The Actual Rental Period will commence on the Rental Period Commencement Date, as defined below, and shall end on the Rental Period Termination Date, as is also defined below.

5.2 Rental Period Commencement Date. The Actual Rental Period of the Equipment shall commence on the date of the first attempted delivery by the carrier of Lessor’s choosing.  Delivery of the Equipment shall require the signature of the Lessee.  Accordingly, it is Lessee’s responsibility to choose an address where Lessee will be available to accept the Equipment from said carrier. Lessee shall begin paying the Daily Rental Rate on the Rental Period Commencement Date regardless of whether Lessee takes actual and physical delivery of the Equipment on said date.  

5.3 Rental Period Termination Date.  The Actual Rental Period of the Equipment shall terminate on: (a) the last day of the Requested Rental Period if the carrier of Lessor’s choosing is unable to deliver the Equipment to Lessee; or (b) the date that the Lessee deposits the Equipment with the carrier of Lessor’s choosing for return to Lessor, provided that, Lessee ships all of the Equipment using the prepaid shipping label provided by Lessor, and that upon receipt from the carrier of Lessor’s choosing and inspection by Lessor, the Equipment is undamaged and complete with all parts, accessories, cases, boxes, manuals and instructions; or (c) the date that the Lessor actually and physically receives all of the Equipment and all of its parts, accessories, boxes, cases, manuals and instructions in an undamaged condition, if (i) Lessee does not use the prepaid label provided by the Lessor to ship the Equipment back to Lessor, or (ii) the Equipment is returned incomplete; or (d) the date that (i) the remaining unbroken, unmodified, not lost and not stolen Equipment, parts, accessories, boxes, cases, manuals and instructions are physically and actually received by the Lessor, and (ii) Lessee pays Lessor all Repair and Restoration Charges and/or Replacement Charges, as applicable, for any lost, stolen, damaged or modified Equipment, parts, accessories, boxes, cases, manuals and instructions in accordance with Section 12 below; or (e) the date that Lessee pays Lessor the Purchase Price in accordance with Section 5.6 below; or (f) the date that this Agreement is terminated in accordance with Section 16 below.

5.4 Holdover Rate.  Lessee agrees that the timely and complete return of the Equipment in an undamaged and unmodified condition is essential to Lessor’s business and the fulfillment of other customer’s orders, and that late or incomplete returns, or returns that contain damaged or modified Equipment, will cause delay in the fulfillment of other customer’s orders, lost revenue and additional administrative costs and efforts on the part of Lessor which would be difficult to calculate at the time that this Agreement is made effective.  Accordingly, if, without the written approval of Lessor, Lessee does not timely deposit all of the Equipment and all of its parts, accessories, boxes, cases, manuals and instructions, in an undamaged and unmodified condition, with the carrier of Lessor’s choosing for return to Lessor, using Lessor’s prepaid return label, before the shipping cut off time, on the last day of the Requested Rental Period, or any approved extension thereof (hereinafter referred to as a “Holdover”), then beginning on the next day, Lessee agrees that the Daily Rental Rate shall be increased by 25% (hereinafter referred to as the “Daily Holdover Rate”), and Lessee agrees that Lessee shall pay and be liable to Lessor for the Daily Holdover Rate for each day thereafter until: (a) Lessor actually and physically receives all of the Equipment and all of its parts, accessories, boxes, cases, manuals and instructions in an undamaged and unmodified condition; or (b) Lessor (i) physically and actually receives the remaining unbroken, unmodified, not lost and not stolen Equipment, parts, accessories, boxes, cases, manuals and instructions, and (ii) Lessee pays Lessor all Repair and Restoration Charges and/or Replacement Charges, as applicable, for any lost, stolen, damaged or modified Equipment, parts, accessories, boxes, cases, manuals and instructions in accordance with Section 12, below; or (c) Lessee pays the Purchase Price in accordance with Section 5.6, below.  The Daily Holdover Rate is not intended to compensate Lessor for lost, damaged, stolen or modified Equipment, for Equipment that is not returned, or for other damages and losses that Lessor may incur as a result of Lessee’s breach of this Agreement, for which Lessee shall pay additional charges as provided in this Agreement. The Lessee’s failure to deposit the Equipment with the carrier of Lessor’s choosing for return to Lessor, using Lessor’s prepaid return label, by the last day of the Requested Rental Period, or any approved extension thereof, shall be considered a material breach of the Agreement.

It is Lessee’s sole responsibility to inform itself, himself, or herself of the shipping cut off times on the last day of the Requested Rental Period, or any approved extension thereof, for the carrier of Lessor’s choosing, as missing the shipping cut off time for that day will result in additional Rental Fees at the Daily Holdover Rate among the other charges as provided in this Agreement. 

5.5 Extension of the Requested Rental Period.  If Lessee anticipates the desire for an extension of the Actual Rental Period beyond the Requested Rental Period or beyond the then current approved extension, Lessee may request an extension of the Requested Rental Period, or the then current approved extension, as applicable.  However, the request for an extension must be made during the original Requested Rental Period, or the then current approved extension, and the new request for an extension shall be subject to the availability of the Equipment, and Lessor’s right to cancel/refuse Equipment rental, as provided in Sections 2-3 of this Agreement.  If such an extension is granted, Lessee shall continue to pay the Daily Rental Rate for the remainder of the Actual Rental Period.  An extension will only be deemed “approved” if said approval is received in writing from Lessor.  If Lessor does not reply to a request for an extension, or if Lessor cannot otherwise be reached, the request shall be considered as “denied”, and Lessee shall return the Equipment as provided in this Agreement.  A request for an extension will not be granted after the shipping cut off time on the last day of the Requested Rental Period, or any approved extension thereof.

5.6 Maximum Unapproved Holdover Period/Purchase Price. If Lessee remains in Holdover status without Lessor’s written permission for a period of 7 consecutive days, on the eighth day, Lessee shall pay Lessor the full cost to replace the Equipment, parts, accessories, components, boxes, cases, manuals and/or instructions that are not returned, plus a 25% Administrative Fee (hereinafter referred to as the “Purchase Price”), and Lessee shall be entitled to keep the Equipment.  The Purchase Price shall be paid in addition to any Rental Fees at the Daily Rental Rate and/or the Daily Holdover Rate, as applicable, and any other fees provided in this Agreement.

  1. Shipping

6.1 Lessee shall prepay the cost of all shipping related to the Equipment, including but not limited to the cost of shipping the Equipment from Lessor to Lessee and the cost of shipping the Equipment from Lessee to Lessor.  The prepaid shipping charges are reflected in the Order Details, above.

6.2 Lessee will be provided a prepaid shipping label for return of the Equipment back to Lessor.  The pre-paid shipping label is designed to help Lessor control the cost and time of shipping so that Lessor may adequately fulfill other customer’s orders.  Accordingly, Lessee’s use of the prepaid shipping label is a mandatory term of this Agreement, the breach of which shall be considered material.  If Lessee fails for any reason to use the prepaid shipping label provided by Lessor to ship all to the Equipment back to Lessor, then Lessee shall be required to pay the Daily Holdover Rate each day until all of the Equipment is actually received by the Lessor in a complete, unmodified, and undamaged condition.    

6.3 In addition to the prepaid cost of shipping the Equipment, Lessee shall be responsible for directly paying the cost of shipping any Equipment, parts, accessories, boxes, cases, manuals and instructions, which were shipped separately from that which was shipped using the label provided by Lessor, and Lessee agrees that Lessee shall not be entitled to reimbursement for the same.

6.4 Lessee shall retain and provide proof of shipping upon the Lessor’s request. 

6.5 Immediately prior (same day) to depositing the Equipment with the carrier of Lessor’s choosing for return to Lessor, Lessee shall take photographs (with metadata enabled) of the Equipment, its parts, accessories, boxes, cases, manuals and instructions to confirm its undamaged, unmodified and complete condition immediately prior (same day) to its deposit with said carrier, and shall maintain such photos indefinitely in the event that Lessor requests proof of said condition. 

6.6 Lessor does not guarantee that the Equipment will be received by Lessee by any specific date or time.  Any and all arrival dates of the Equipment provided by the Lessor and/or any of the carriers chosen by Lessor are only estimates and should not be relied upon by the Lessee for any purpose.  Lessor does not ship on weekends or federal holidays. Lessee agrees to anticipate the possibility of delays when ordering the Equipment from Lessor and to make such substitute arrangements as may be required to fulfill Lessee’s needs.

  1. Equipment Malfunction. Lessee agrees that if the Equipment rented by Lessee from Lessor is or becomes inoperable through no fault of the Lessee, that Lessee’s only remedy against Lessor shall be limited to a refund of the Daily Rental Rate, only for the specific piece of inoperable Equipment, for each day of the Requested Rental Period that the specific piece of Equipment is inoperable. Lessee agrees to anticipate the possibility of an Equipment Malfunction when ordering the Equipment from Lessor and to make such substitute arrangements as may be required to fulfill Lessee’s needs.
  1. Cancellation by Lessee. Lessee may, without penalty, cancel an order at any time prior to the day that the Equipment is considered “shipped.” Due to preparation and processing, all orders for Equipment are considered “shipped” on the day before Lessor deposits the Equipment with the carrier of Lessor’s choosing for shipment to Lessee. However, if Lessee cancels an order once it is considered “shipped” or after it has actually shipped, Lessee will not be entitled to any refund.
  1. Authorized Users of the Equipment. Only the Lessee, Lessor and the carrier of Lessor’s choosing shall transport, handle, store, use, operate, maintain, service, care for, and install the Equipment during the Actual Rental Period.
  1. Equipment’s Manual and Instructions. The Equipment’s manual and instruction will either be shipped to Lessee along with the Equipment, can be found on the “thelensloft.com” website, and/or can be found on the manufacturer’s website. If the Equipment’s manual and instructions are not received with the delivery of the Equipment, Lessee agrees that it will take whatever steps which are reasonably necessary to inform itself, himself or herself of the manufacturer’s instructions and recommendations regarding the transportation, handling, storage, use, operation, maintenance, service, care and/or installation of the Equipment. Lessee agrees to strictly follow all of the manufacturer’s instructions and recommendations. Lessee further agrees that Lessee will not transport, handle, store, use, operate and/or install the Equipment, until Lessee reviews the Equipment’s manual and instructions, fully understands them and is willing and able to fully comply with the same.
  1. Use, Care and Service of Equipment

11.1 Lessee agrees that Lessee shall transport, handle, store, use, operate, maintain, service, care for, and install the Equipment, its parts, accessories, components, boxes and cases in accordance with the manufacturer’s recommendations. As previously stated, it is the Lessee’s duty to take whatever steps which are reasonably necessary to inform itself, himself or herself of the manufacturer’s recommendations regarding the transportation, handling, storage, use, operation, maintenance, service, care and/or installation of the Equipment.  In addition, the Lessee shall transport, handle, store, use, operate, maintain, service, care for, and install the Equipment in the same manner as a reasonable owner of such Equipment would if the Lessee owned the Equipment.  Lessee shall ensure that Lessee: transports, handles, stores, uses, operates, maintains, services, cares for, and installs the Equipment carefully, safely and appropriately under the circumstances; maintains said Equipment in the same condition as it was received by Lessor and in a state of good repair and working order; and deposits the Equipment with the carrier of Lessor’s choosing for shipment back to Lessor in the same condition as it was received. Lessee shall be responsible for and shall pay Lessor, in accordance with Sections 12-13, below, the full estimated cost of the Cleaning Charges, Repair and Restoration Charges and/or Replacement Charges for the Equipment, its parts, accessories, components, boxes, cases, manuals and instructions, which are lost, stolen, damaged, dirtied or modified as a result of Lessee’s failure to handle, store, use, operate, maintain, service, care for, and install the Equipment, its parts, accessories, components, boxes and cases as provided in this Agreement.

11.2 Prohibited Uses and Activity: Lessee specifically agrees that Lessee will not:

  1. transport, handle, store, use, operate, and/or install the Equipment in furtherance of any illegal purpose, or under any circumstances that could be properly charged as a crime;
  2. transport, handle, store, use, operate, and/or install the Equipment outside the United States or in any area restricted by terms found elsewhere in this Agreement;
  3. handle, store, use, operate, maintain, service, care for, and/or install the Equipment in a reckless manner;
  4. allow any other person other than Lessee or the carrier of Lessor’s choosing to handle, store, use, operate, maintain, service, care for, and/or install the Equipment;
  5. smoke while transporting, handling, storing, using, operating, maintaining, servicing, caring for, and/or installing the Equipment or otherwise near the Equipment;
  6. commit, or allow any other person who handles, stores, uses, operates, maintains, services, cares for, and/or installs the Equipment, on Lessee’s behalf, to commit, any action or omission which may cause injury, damage or loss to Lessee, Lessor, the Equipment, to themselves or their property, to each other or each other’s property, or to any third-party or their property, in the handling, storage, use, operation, maintenance, service, caring for, and/or installation of the Equipment;
  1. handle, store, use, operate, and/or install the Equipment without first having reviewed the manufacturer’s manual and instructions;  
  1. transfer or assign this Agreement and/or sublease the Equipment;
  2. store or transport explosives, chemicals, corrosives, hazardous materials, or pollutants of any kind or nature in the Equipment’s box, case and packaging;
  3. store or transport any illegal controlled substances of any kind or nature in the Equipment or its box, case and packaging;
  4. store or transport any legal controlled substances of any kind or nature in the Equipment or its box, case and packaging, when the manner of such storage or transportation is illegal;
  5. fail to comply with federal, state or local law in the handling, storage, use, operation, maintenance, service, caring for, and/or installation;
  6. modify the Equipment or allow the Equipment to be modified;
  7. damage the Equipment or allow the Equipment to be damaged;
  8. lose the equipment, or allow the equipment to be lost;
  9. steal the equipment, or allow the equipment to be stolen;
  10. transport, handle, store, use, operate, maintain, service, care for, and/or install the Equipment in a manner which may or does cause the Equipment to be damaged, stolen, lost and/or modified;
  11. allow any person who is under the age of 18 to transport, handle, store, use, operate, and/or install the Equipment;
  12. holdover Lessee’s possession of the Equipment;
  13. ship the Equipment without using the Lessor’s prepaid shipping label; and
  14. fail to timely return the Equipment in the manner provided by this Agreement.

The each of the above shall constitute a breach of this Agreement, and Lessee shall be in Default of this Agreement.

  1. Lost, Stolen, Damaged, and Modified Equipment

12.1 Lessee agrees that Lessee shall bear and assume the entire risk of, and is solely liable for any, all, and every loss, damage or modification to the Equipment, its parts, accessories, components, boxes, cases, manuals and/or instructions, resulting from any, all, and every cause whatsoever, except where the Equipment is delivered to Lessee by the carrier of Lessor’s choosing with preexisting damage, modifications or missing items (“Pre-Existing Damage”), or where the damage, modification and/or missing items occurs after the Lessee deposits the Equipment with the carrier of Lessor’s choosing for return to Lessor using Lessor’s prepaid shipping label (“Damage During Return Shipping”).

12.2 Pre-Existing Damage. Any Pre-Existing damage to the Equipment its parts, accessories, components, boxes, cases, manuals and/or instructions must be reported to the Lessor within 24 hours of receipt of the Equipment by the Lessee.  Such report must be accompanied by electronic photographs (with all metadata intact) of the Pre-Existing Damage. 

If ALL OR PART OF THE Equipment rented by Lessee from Lessor is received by Lessee with Pre-Existing Damage, through no fault of the Lessee, LESSEE AGREES THAT LESSEE’S SOLE REMEDY against Lessor shall be limited to a refund only for the specific piece of Equipment WITH PRE-EXISTING DAMAGE.  HOWEVER, IN ORDER TO BE ENTITLED TO SAID REFUND, THE PRE-EXISTING DAMAGE MUST: (A) MAKE THE EQUIPMENT INOPERABLE, (B) BE reported to the Lessor within 24 hours of receipt of the Equipment by the Lessee, and Lessee MUST provide Lessor with electronic photographs (with all metadata intact) of the Pre-Existing Damage within said 24 hours.   Lessee shall not be entitled to said refund unless the Pre-Existing Damage is timely reported with the required photographs, and the Equipment is inoperable AS PROVIDED ABOVE.  IF THESE CONDITIONS ARE NOT MET, LESSEE SHALL NOT BE ENTITLED TO A REFUND, AND LESSEE AGREES THAT LESSEE SHALL NOT BE ENTITLED TO ANY OTHER REMEDY FOR ANY LOSS OR DAMAGES WHICH OCCUR AS A RESULT OF SAID PRE-EXISTING DAMAGE, AND LESSOR SHALL HAVE NO LIABILITY FOR THE SAME.   Lessee agrees to anticipate the possibility of Equipment arriving with Pre-Existing Damage and/or being inoperable when ordering the Equipment from Lessor and to make such substitute arrangements as may be required to fulfill Lessee’s needs.

12.3 Damage During Return Shipping. Immediately prior (same day) to depositing the Equipment with the carrier of Lessor’s choosing for return to Lessor, Lessee shall take electronic photographs (with all metadata enabled) of the Equipment, its parts, accessories, boxes, cases, manuals and instructions to confirm its undamaged, unmodified and complete condition as it existed immediately prior (same day) to its deposit with said carrier, and shall maintain such electronic photographs (with all metadata intact) indefinitely in the event that Lessor requests proof of said condition. 

12.4 Presumption of Fault. If no missing items or preexisting damage or modifications are reported to Lessor within 24 hours of Lessee’s receipt the Equipment, and/or if no electronic photographs (with all metadata intact) of said damage or modification are provided to Lessor within said 24 hours, and/or if Lessee fails to take electronic photographs (with all metadata enabled) of the Equipment, its parts, accessories, boxes, cases, manuals and instructions, immediately prior (same day) to its deposit with the carrier of Lessor’s choosing for return to Lessor, to confirm its undamaged, unmodified and complete condition, and fails to maintain and provide said photographs electronically (with metadata intact) to Lessor upon request, Lessee agrees that it shall be presumed that any missing items and/or damage or modification to the Equipment, its parts, accessories, components, boxes, cases, manuals and/or instructions, were caused by Lessee, and were not caused by Lessor, it’s customers, or the carrier of Lessor’s choosing, and, thus, Lessee shall bear and assume and be liable for the full estimated cost of the Cleaning Charges, Repair and Restoration Charges and/or Replacement Charges for the Equipment, its parts, accessories, components, boxes, cases, manuals and/or instructions as provided below, and in accordance with Section 13, below.

12.5 Repair and Restoration Charges: Except as provided in Section 12.1, if, during the Actual Rental Period, the Equipment, its parts, accessories, components, boxes, cases, manuals and instructions are damaged or modified, regardless of any fault of the Lessee, Lessee shall be responsible for and shall pay Lessor the full estimated cost to repair and/or restore the Equipment, its parts, accessories, components, boxes, cases, manuals and/or instructions, to the condition it was in upon receipt by Lessor, plus a 25% Administrative Fee, and any Rental Fees at the Daily Rental Rate and/or the Daily Holdover Rate, as applicable, which become due before the Repair and Restoration Charges are paid and the remaining undamaged and unmodified Equipment, and its parts, accessories, components, boxes, cases, manuals and/or instructions are actually and physically received by Lessor. Alternatively, if the Repair and Restoration Charges are not paid, and/or the remaining undamaged and unmodified Equipment is not actually and physically received by Lessor prior to the 7th day of the Lessee’s Holdover, as defined in Section 5.4, above, Lessor may charge Lessee the Purchase Price for the unreturned, damaged and modified Equipment and/or its parts, accessories, components, boxes, cases, manuals and/or instructions, in accordance with Section 5.6, above.

Lessee shall not repair or restore, or have the Equipment repaired or restored, any damage or modification to the Equipment, without Lessor’s express prior written approval. If Lessee repairs or restores, or has the Equipment repaired or restored, any damage or modification to the Equipment, without Lessor’s express written approval, Lessee shall pay the estimated cost to repair or restore the Equipment to the condition it was in prior to Lessee’s possession of the Equipment, if the repair or restoration is reasonably deemed inadequate by Lessor.   

12.6  Replacement Charges: Except as provided in Section 12.1, if, during the Actual Rental Period, the Equipment, its parts, accessories, components, boxes, cases, manuals and instructions are lost, stolen, damaged beyond repair or modified beyond restoration, while in Lessee’s possession, regardless of any fault of the Lessee, Lessee shall be responsible for and shall pay Lessor the full estimated cost to replace the Equipment, its parts, accessories, components, boxes, cases, manuals and/or instructions, plus a 25% Administrative Fee, and any Rental Fees at the Daily Rental Rate and/or the Daily Holdover Rate, as applicable, which become due before the Replacement Charges are paid and the remaining undamaged, unmodified, not lost and not stolen Equipment, and its parts, accessories, components, boxes, cases, manuals and/or instructions are actually and physically received by Lessor. Alternatively, if the Replacement Charges are not paid, and/or the remaining undamaged, unmodified, not lost and not stolen Equipment is not actually and physically received by Lessor prior to the 7th day of the Lessee’s Holdover, as defined in Section 5.4 above, Lessor may charge Lessee the Purchase Price for the unreturned, damaged, modified, lost and/or stolen Equipment and/or its parts, accessories, components, boxes, cases, manuals and/or instructions, in accordance with Section 5.6 above.

12.7 The Rental Fees and the Holdover Daily Rate do not include the Cleaning Charges, Repair and Restoration Charges and/or Replacement Charges above, the Taxes and other fees as provided in Section 14 below, the Purchase Price as provided in Section 5.6 above, and for such other fees and charges as are permitted by this Agreement. 

12.8 Failure to Return Equipment. As provided above in Section 5.6, if Lessee remains in Holdover status without Lessor’s written permission for a period of 7 consecutive days, on the eighth day, Lessee shall pay Lessor the full estimated cost to replace the Equipment, parts, accessories, components, boxes, cases, manuals and/or instructions that are not returned, plus a 25% Administrative Fee (hereinafter referred to as the “Purchase Price”), and Lessee shall be entitled to keep the Equipment.  The Purchase Price shall be paid in addition to any Rental Fees at the Daily Rental Rate and/or the Daily Holdover Rate, as applicable, and any other fees provided in this Agreement.

  1. Cleaning Charge. If the Equipment, its parts, accessories, components, boxes, cases, manuals and instructions are received by Lessor from Lessee in an unclean, soiled condition, or with any unpleasant odors regardless of any fault of the Lessee, Lessee shall be responsible for and, upon demand, shall pay Lessor the full estimated cost to clean and/or deodorize the Equipment, its parts, accessories, components, boxes, cases, manuals and/or instructions, plus a 25% Administrative Fee, and any Rental Fees at the Daily Rental Rate or the Daily Holdover Rate, as applicable, which become due while the Equipment is out of service. Cleaning shall be required if any foreign particles, residue or smells are detected on or in the Equipment, its parts, accessories, components, boxes, cases, manuals and instructions, including but not limited to: dirt, sand, cigarette smoke, fire smoke, water, salt, etc.
  1. Taxes. Lessee shall pay all applicable sales taxes. Lessee shall also be liable for any all taxes, tariffs, dues and duties levied on the Equipment, and shall either pay the same directly to the levying authority or reimburse the Lessor immediately upon demand.
  2. Authorization. Lessee hereby authorizes the Lessor to charge Lessee’s payment method for the charges set out in the Order Details above, plus, where applicable, any additional Rental Fees at the Daily Rental Rate and/or the Daily Holdover Rate, as applicable, in accordance with Sections 4-5 above, the Cleaning Charges, Repair and Restoration Charges and/or Replacement Charges as provided in Sections 12-13, above, the Taxes and other fees as provided in Section 14, above, the Purchase Price as provided in Section 5.6 above, and for such other fees and charges as are permitted by this Agreement or for which Lessor is entitled pursuant to the applicable law.
  1. Default. Lessee shall be in default of this Agreement if:
  1. Lessee commits a material breach of this Agreement;
  2. Lessee engages in any of the Prohibited Uses and Activity described in this Agreement above;
  3. Lessee fails to pay any Rental Fees, the Repair and Restoration Charges, Replacement Charges, Taxes, the Purchase Price and/or any other amount due under this Agreement;
  4. Lessee’s method of payment or any of Lessor’s charges are declined, refused, reversed or disputed for any reason;
  5. the Equipment is damaged, stolen, lost and/or modified;
  6. the Equipment is seized, impounded and/or any lien is placed upon the Equipment;
  7. the Equipment is not timely returned as provided in this Agreement;
  8. the Equipment is abandoned; and/or
  9. the Equipment is not shipped back to Lessor using the carrier of Lessor’s choosing and the prepaid shipping label provided by Lessor.

16.1 Upon Lessee’s Default, in Lessor sole discretion, Lessor may: 

  1. terminate Lessee’s right to use Equipment, with or without notice, and take such actions necessary to lawfully seize/repossess the Equipment. In such case, Lessor shall retain any other rights and remedies provided this Agreement and by law, and Lessee shall not be relieved of its obligations to pay all Rental Fees at the Daily Rental Rate or the Daily Holdover Rate, as applicable, the Repair and Restoration Charges, Replacement Charges, Taxes, the Purchase Price and/or any other amount due under this Agreement, and as a result of the Lessee’s breach of this Agreement. Lessee hereby waives all claims for damages connected with such seizure and shall pay all expenses incurred by Lessor in returning Equipment to the Lessor, and the actual and reasonable costs incurred by Lessor to repossess the Equipment; and/or
  2. avail itself of any remedy available at law, including, but not limited to filing a lawsuit against Lessee to recover the Equipment, and/or the Rental Fees, the Repair and Restoration Charges, Replacement Charges, Taxes, the Purchase Price and/or any other amount due as a result of the Lessee’s breach of this Agreement, and any other amount recoverable under the law, plus Lessor’s court costs, reasonable attorneys’ fees and pre and post judgement interest, where permissible, and Lessor’s actual, compensatory, general, incidental, consequential, incidental, exemplary, and punitive damages, including but not limited to loss of use of the Equipment, without regard to the availability of other Equipment owned by Lessor, lost profits and any damages available in common law, statute or in equity, or otherwise; and/or
  3. notify police that the Equipment has been stolen, if Lessee continues to possess the Equipment after Lessee’s right to do so is terminated. Lessee hereby releases and discharges Lessor from, and shall indemnify, defend and hold Lessor harmless against any liability arising from such notice, including, but not limited to any claims of malicious prosecution.
  1. Assignment of Insurance and Other Benefits. If Lessee’s responsibilities under this Agreement are covered by any insurance, credit card benefit, or any other insurance or benefit, Lessee authorizes Lessor to contact the insurance/benefit provider directly on Lessee’s behalf and assigns all of Lessee’s benefits directly to Lessor to recover all of Lessor damages. Lessee also authorizes Lessor to contact the insurance/benefit provider directly on Lessee’s behalf and assigns all of Lessee’s benefits directly to Lessor with regard to any liability or claim made against Lessor for which Lessee is obligated to indemnify Lessor, or for which Lessee was required to provide insurance for the benefit of the Lessor.

17.1 Limited Power of Attorney. Lessee hereby grants and appoints to Lessor a Limited Power of Attorney:

  1. To present insurance claims of any type to Lessee’s insurance carrier and/or credit card company if: (1) the Equipment is damaged, modified, lost or stolen during the Actual Rental Period for which Lessee if liable under the terms of this Agreement; or (2) any liability claims against Lessor arise in connection with the Lessee’s transportation, handling, storage, use, operation, maintenance, service, care and/or installation of the Equipment, and Lessee fails to defend, indemnify and hold Lessor harmless from such claims as provided in Section 19, below; and
  2. To endorse Lessee’s name to entitle Lessor to receive insurance, credit card and/or debit card payments directly for any such claims, damages, liabilities, for the charges set out in the Order Details above, plus, where applicable, for any additional Rental Fees at the Daily Rental Rate and/or the Daily Holdover Rate, as applicable, in accordance with Sections 4-5 above, for the Cleaning Charges, Repair and Restoration Charges and/or Replacement Charges as provided in Sections 12-13, above, for the Taxes and other fees as provided in Section 14, above, for the Purchase Price as provided in Section 5.6 above, and for such other fees and charges as are permitted by this Agreement or for which Lessor is entitled pursuant to the applicable law.
  1. Accident/Incident; Duty to Report/File Police Report. Any incident, including but not limited to the theft, loss, damage, or modification of the Equipment, its parts, accessories, components, boxes, cases, manuals and instructions, or any injury to a person or property which involves the Equipment, must be immediately reported to Lessor in writing via the contact information provided in the “Notices, Etc.” paragraph below or by telephone at 1-800-835-3312, and in no event later than the following business day after the incident. Lessee must immediately deliver to Lessor every process, pleading or paper relating to any claims, suits or proceedings arising from such incident. In the event of a claim, suit or legal proceeding, Lessee shall cooperate fully with Lessor and its representatives. A police report must be filed, and a copy presented to the Lessor immediately.

THE LESSEE SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE LESSOR, ITS MANAGERS, MEMBERS, OFFICERS, EMPLOYEES, AGENTS, INDEPENDENT CONTRACTORS, ATTORNEYS, REPRESENTATIVES, PARENT, SUBSIDIARY AND AFFILIATE COMPANIES AND ALL OTHER PERSONS, FIRMS OR BUSINESS ENTITIES IN PRIVITY WITH THEM (“INDEMNIFIED PARTIES”), OF AND FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES, INJURIES, LOSSES, DEBTS, OBLIGATIONS, EXPENSES, FEES, ATTORNEYS’ FEES, INTEREST, COST, FINES, ASSESSMENTS, PENALTIES, ACTIONS, EXPERT FEES, CAUSES OF ACTION, ADMINISTRATIVE ACTIONS, JUDGMENTS OR SUITS AT LAW OR IN EQUITY, OF WHATSOEVER KIND OR NATURE, WHETHER BASED ON STATUTE, COMMON LAW OR OTHERWISE, FOR, BECAUSE OF, AND/OR ARISING FROM: (1) LESSEE’S ACTIONS OR OMISSION, INCLUDING BUT NOT LIMITED TO THE transportation, handling, storage, use, operation, maintenance, service, care and/or installation OF THE EQUIPMENT, its parts, accessories, components, boxes, cases, manuals and instructions; (2) ANY DAMAGE, MODIFICATION, OR LOSS OF THE EQUIPMENT, INCLUDING, BUT NOT LIMITED TO IF THE EQUIPMENT IS STOLEN OR LOST DURING A TIME PERIOD IN WHICH LESSEE IS RESPONSIBLE FOR SAID EQUIPMENT; (3) the transportation, handling, storage, use, operation, maintenance, service, care and/or installation OF THE EQUIPMENT, its parts, accessories, components, boxes, cases, manuals and instructions by any person OTHER THAN LESSEE, LESSOR OR THE CARRIER OF LESSOR’S CHOOSING DURING THE ACTUAL RENTAL PERIOD, OR FOR A PERIOD OF 10 YEARS AFTER LESSEE’S RECEIPT OF THE EQUIPMENT IN THE EVENT SUCH EQUIPMENT IS LOST, STOLEN, NOT RETURNED AND/OR PURCHASED BY LESSEE, including claims of, or liabilities to third parties; (4) ANY BREACH OF THIS AGREEMENT BY LESSEE AND/OR ANY MISREPRESENTATION OF ANY MATERIAL FACT RELATED TO THIS AGREEMENT BY LESSEE; (5) ANY ACTS OR OMISSIONS BY THE LESSEE, ITS/HIS/HER DIRECTORS, SHAREHOLDERS, MANAGERS, MEMBERS, PARTNERS, EMPLOYEES, INDEPENDENT CONTRACTORS, AGENTS, FAMILY MEMBERS, FRIENDS, ACQUAINTANCES, AND/OR ANY THIRD-PARTY OTHER THAN THE CARRIER OF LESSOR’S CHOOSING WHICH, DURING THE ACTUAL RENTAL PERIOD, OR FOR A PERIOD OF 10 YEARS AFTER LESSEE’S RECEIPT OF THE EQUIPMENT IN THE EVENT SUCH EQUIPMENT IS LOST, STOLEN, NOT RETURNED AND/OR PURCHASED BY LESSEE, CONTRIBUTES TO ANY TYPE OF INJURY OR DAMAGE, INCLUDING BUT NOT LIMITED TO PROPERTY DAMAGE, PERSONAL INJURY, DEATH, ACTUAL, DIRECT, COMPENSATORY, CONSEQUENTIAL AND INDIRECT DAMAGES, LOSS OF USE AND LOST PROFITS, TO ANY PERSON OR ENTITY, INCLUDING BUT NOT LIMITED TO SUCH INJURIES AND DAMAGES TO LESSOR, LESSEE, THE CARRIER OF LESSOR’S CHOOSING, AND EACH OF THEIR DIRECTORS, SHAREHOLDERS, MANAGERS, MEMBERS, PARTNERS, EMPLOYEES, INDEPENDENT CONTRACTORS, AGENTS, FAMILY MEMBERS, FRIENDS, ACQUAINTANCES, CUSTOMERS, BUSINESS INVITEES, BUSINESS VISITORS AND/OR GUESTS, OR ANY OTHER THIRD PARTY; AND/OR (6) THIS AGREEMENT AND/OR ANY AMENDMENT THERETO.  THE LESSEE AGREES TO PROVIDE A DEFENSE FOR INDEMNIFIED PARTIES AT ITS EXPENSE INCLUDING WITHOUT LIMITATION ANY AND ALL ATTORNEY FEES, COURT COSTS, EXPERT WITNESS FEES, LITIGATION EXPENSES OR OTHER FEES OR COSTS ASSOCIATED WITH ADMINISTRATIVE ACTIONS, CLAIMS, LITIGATION, MEDIATION, ARBITRATION OR THE LIKE, UNDER THESE CIRCUMSTANCES.

  1. Disclaimers/No Express or Implied Warranties

IT IS THE EXPLICIT INTENT OF EACH PARTY THAT LESSOR IS NOT MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS, IMPLIED, STATUTORY, IN COMMON LAW, OR OTHERWISE, AND IT IS UNDERSTOOD THAT THE EQUIPMENT IS IN A “USED” CONDITION AND LESSOR IS RENTING THE EQUIPMENT “AS IS” AND “WITH ALL FAULTS”. WITHOUT LIMITING THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE, TO THE FULLEST EXTENT PERMITTED BY LAW, LESSOR HEREBY EXPRESSLY: (A) DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, RELATING TO THE CONDITION OF THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY EXPRESS OR IMPLIED WARRANTY THAT ANY ORDER FOR EQUIPMENT WILL NOT BE CANCELED, OR THAT THE EQUIPMENT WILL BE RECEIVED BY LESSEE AT ANY PARTICULAR TIME OR DATE, THAT THE EQUIPMENT WILL BE RECEIVED BY LESSEE UNDAMAGED, UNMODIFIED, OPERATIONAL, COMPLETE WITH ALL OF ITS parts, accessories, components, boxes, cases, manuals, and instructions, AND/OR THAT THE EQUIPMENT WILL NOT MALFUNCTION AT ANY TIME (HEREAFTER EACH OF THE ABOVE IS REFERRED TO AS “DEFECTS”); (B) ACKNOWLEDGES THE LIMITATIONS OF LESSEE’S REMEDIES AND LESSOR’S LIABILITY AS PROVIDED THROUGHOUT THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO IN SECTIONS 2, 3, 7, 12.2, 20, 21 AND 22; (C) NEGATES ANY RIGHTS OF LESSEE UNDER ANY STATUTE, EQUITY OR IN COMMON LAW TO MAKE ANY OTHER CLAIM FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO DAMAGE TO ANY PERSONAL PROPERTY ON WHICH THE EQUIPMENT MAY BE INSTALLED, PERSONAL INJURY, DEATH, ACTUAL, DIRECT, COMPENSATORY, CONSEQUENTIAL AND INDIRECT DAMAGES, LOSS OF USE AND LOST PROFITS, DIMINUTION OF CONSIDERATION, AND ANY CLAIMS BY LESSEE BECAUSE OF THE DEFECTS, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, IT BEING THE INTENTION OF LESSOR AND LESSEE THAT THE EQUIPMENT AND ITS parts, accessories, components, boxes, cases, manuals and/or instructions IS TO BE ACCEPTED BY LESSEE IN ITS PRESENT CONDITION AND STATE OF REPAIR; AND (D) AFFIRMS THAT LESSEE is not relying on ANY REPRESENTATION OTHER THEN THOSE IN THIS AGREEMENT; AND (E) disclaims reliance on representations by LESSOr AND/OR ITS AGENTS and surrenders any right to sue based on any misrepresentations of the LESSOr not contained in this Agreement.

  1. Personal Property/Data Disclaimer

Lessee EXPRESSLY DISCLAIMS ANY LIABILITY OF THE LESSOR, AND agrees that LEssor is not responsible, for any damage to, loss of or theft of any personal property or data contained ON OR IN THE EQUIPMENT, ITS parts, accessories, Boxes or cases, whether the damage, LOSS or theft occurs during or after termination of the rental PERIOD, AND regardless of ANY fault, negligence OR other ACT OR OMISSION OF THE LESSOR OR ITS AGENTS. Lessee acknowledges and agrees that no bailment is or shall be created upon lessor, whether actual, constructive or otherwise, for any personal property or data carried in, left or stored in the equipment ITS parts, accessories, Boxes or cases, and that lessor has no obligation to RepaiR, restore, return or assist in the Repair, restoration or return of said personal property oR data, or compensate lessee for the same. lessee shall defend, indemnify and hold lessor harmless from all losses, liabilities, damages, injuries, claims, demands, costs, attorney fees and other expenses incurred by lessor or in any way arise out of Lessee’s or any other person OR ENTITY’S failure to remove any personal property or data STORED IN THE Equipment, ITS parts, accessories, Boxes or cases upon termination of the Rental Period, and from any damage, Loss or theft any personal property or data STORED IN THE Equipment, ITS parts, accessories, Boxes or cases during the REntal Period and after the Termination of the rental period.

  1. Limitation on Lessor’s Liability/No Consequential Damages.

if ANY ORDER FOR EQUIPMENT IS CANCELED FOR ANY REASON, OR IF THE EQUIPMENT IS RECEIVED BY LESSEE IN A DAMAGED, MODIFIED, INCOMPLETE, OR IN AN INOPERABLE CONDITION, AND/OR THE EQUIPMENT MALFUNCTIONS, LESSEE ACKNOWLEDGES AND AGREES TO THE LIMITATIONS OF LESSEE’S REMEDIES AND LESSOR’S LIABILITY AS PROVIDED THROUGHOUT THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO THOSE CONTAINED IN SECTIONS 2, 3, 7, 12.2, 20, 21 AND 22, AS APPLICABLE.  FURTHER, If LESSOr breaches any of its OTHER obligations under this AgreemenT, and if LESSOr OR ANY OF ITS AGENTS ARE liable under applicable law for such breach, WHETHER BECAUSE OF THE LESSOR’S OR ITS AGENTS’ NEGLIGENCE, OR ANY OTHER ACT OR OMISSION, LESSOR’s sole liability to LESSEE and LESSEE’s sole remedy AGAINST LESSOR is limited to A REFUND OF THE TOTAL AMOUNT PAID BY LESSEE FOR THE EQUIPMENT RENTAL. LESSEE WAIVES ALL CLAIMS FOR INDIRECT, CONSEQUENTIAL, PUNITIVE AND INCIDENTAL DAMAGES (including but not limited to lost profits), THAT MIGHT OTHERWISE BE AVAILABLE TO LESSEE. SUCH DAMAGES ARE EXCLUDED AND NOT AVAILABLE TO LESSEE. LESSEE further acknowledges that any personal data STORED IN THE EQUIPMENT may not be secure, may be accessible BY LESSOR, ITS AGENTS OR THIRD-PArties after the Rental Period OR MAY BE LOST AND/OR UNRECOVERABLE AFTER THE RENTAL PERIOD. Lessee releases LESSOr from any liability resulting from or otherwise arising out of any such data or information being SO accessed,  utilized, LOST AND/OR UNRECOVERABLE.

  1. Miscellaneous

Amendments, Etc. No amendment, modification, or waiver of any provision of this Agreement, or consent to any departure from the terms of this Agreement by any party hereto shall be effective unless the same shall be in writing and signed by all the parties hereto, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Lessor may amend this Agreement from time to time, in its sole discretion, and such amendments shall be effective as to all Equipment rented by Lessee after such amendment. 

Notices, Etc. All notices, requests, claims, demands, and other communications provided for or permitted hereunder shall be in writing and emailed, mailed (registered or certified mail return receipt requested, both with postage and charges prepaid), or delivered personally to the address or email set forth below or at such other address or email as shall be designated by a party in a written notice to the other parties. Mailed notices shall be considered effective 3 days after the notice is deposited with the US Mail.  Emailed notices shall be effective the day after it is emailed.  

To Lessor:

Misty Rock Capital, LLC

1300 West Lynn Street, Suite 109

Austin, TX 78703

Email: support@thelensloft.com

To Lessee:

At the address where the Equipment is to be shipped as stated in the Order Details above, and email stated in the Order Details, above. You agree that Lessor and/or its agents may contact you by any means provided in the Order Details, including but not limited to, by telephone, text, email or mail, for any purpose, including, but not limited to those related to any order, the collection of any debt owed to Lessor and for marketing, sales and promotional purposes.

No Waiver; Remedies. No failure on the part of any party hereto to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective executors, administrators, personal representatives, heirs, successors, assigns, parents, affiliates, subsidiaries.

Severability. Each provision of this Agreement is intended to be severable, and, if any term or provision of this Agreement is determined to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement.  Further, each agreement and covenant set forth herein constitutes a separate agreement independently supported by good and adequate consideration. 

Consent to Jurisdiction. Each seller and the buyer each: (i) irrevocably submits to the jurisdiction of any Texas state court sitting in Travis County or the United States District Court for the Western District of Texas sitting in Austin in any action arising out of this Agreement, (ii) agrees that all claims in such action may be decided in such courts, (iii) waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum, and (iv) consents to the service of process by mail.

Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, regardless of the law that might otherwise govern under applicable principles of conflict of laws thereof.

Headings. The various Article, Section, Paragraph and Exhibit headings in or attached to this Agreement are included herein for convenience of reference only, do not constitute a part of this Agreement for any other purpose, and shall not be considered in interpreting this Agreement.

Entire Agreement. This Agreement contains the entire agreement between the Parties relative to the subject matter and supersedes any other prior understandings, written or oral, between the Parties with respect to this subject matter.  THE PARTIES ACKNOWLEDGE AND AGREE THAT, IN ENTERING INTO THIS AGREEMENT, THEY HAVE NOT IN ANY WAY RELIED UPON ANY ORAL OR WRITTEN AGREEMENTS, UNDERSTANDINGS, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT.  No variations, modifications, or changes in the Agreement are binding on any Party to the Agreement unless set forth in a document duly executed by or on behalf of such Parties.  

Survival.  Those provisions that by their nature extend beyond the termination of this Agreement will survive the termination of this Agreement, including, but not limited to the Lessee’s obligations under the Rent and Other Charges provisions; Lessor’s remedies and Lessee’s liabilities and obligations for Lessee’s breach of this Agreement; Lessee’s insurance and indemnity obligations under this Agreement; Lessee’s liability and obligations in the event of a Holdover and/or failure to properly Drop-Off the vehicle; Lessee’s duty to compensate Lessor for any damage or loss, including Incidental Damages, etc.

Additional Documents and Acts. Each party agrees to execute and deliver, from time to time, such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to consummate and/or effectuate, carry out, and perform all of the terms, provisions, and conditions of this Agreement and the transactions contemplated hereby.  

Opportunity to Consult with an Advisor.  Each party agrees that he or she has had a sufficient opportunity to thoroughly discuss the implications of this Agreement with independent attorneys, and other advisors of his or her choice prior to signing this Agreement.  In signing this Agreement, the parties agree that they have not been induced to execute this Agreement by any representations or agreements made by any Person other than what is expressly set forth in this Agreement.

Recovery of Attorney’s Fees.  In the event of any litigation arising from or relating to this Agreement, the prevailing party in such litigation proceedings shall be entitled to recover from the non-prevailing party, the prevailing party’s costs and reasonable attorney’s fees, to the extent permitted by law, in addition to all other legal or equitable remedies to which it may otherwise be entitled.