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Rental Terms and Conditions
- Applicability: These terms and conditions (these “Terms”) and shall apply exclusively to the applicable Rental Agreement (the
“Rental Agreement” and together with these Terms, the “Contract Documents”) entered into by Vivilo Vintage Pour, LLC, an Indiana
limited liability company (the “Company”) and the client named on the Rental Agreement (“Client”), except where other agreements have
been explicitly made in writing signed by both Parties. Performance by the Company under the Rental Agreement does not constitute
acceptance of any of Client’s terms and conditions and does not serve to modify or amend these Terms. The Company and Client are
sometimes herein referred to individually as a “Party” and collectively as the “Parties.”
- Hospitality Cart Restrictions and Damage. The Client shall prohibit anyone from using the Hospitality Cart: (i) in violation of
applicable laws, (ii) in a manner other than for its intended use, or (iii) in a manner that is likely to result in bodily harm to others, damage to
property or damage to the Hospitality Cart. The Client shall be responsible for any damage to the Hospitality Cart caused by the Client, an
Attendee (as hereinafter defined) or a third party hired by the Client for the event.
- Client Responsible for Alcohol and Attendees: The Client shall be solely responsible for purchasing and providing all alcohol
for the event, and shall prohibit all Attendees from carrying their own alcohol onto the Event Site. The Client shall be solely responsible for all
guests, invitees and others present at the Event Site (the “Attendees”), which said responsibility shall include but not be limited to: (i)
ensuring the event is conducted in a safe manner, (ii) ensuring all Attendees abide by Indiana liquor laws, regulations and other ordinances,
(iii) removing Attendees from the Event Site for dangerous or inappropriate behavior.
- Client’s Acts or Omissions: If the Company’s performance of its obligations under the Contract Documents is prevented or
delayed by any act or omission of the Client or its agents, employees, or Attendees, the Company shall not be deemed in breach of its
obligations under the Rental Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by the Client, in each
case, to the extent arising directly or indirectly from such prevention or delay.
- Indemnification. The Client shall defend, indemnify and hold harmless the Company and its managers, members, officers,
agents and employees, from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines,
costs or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from the event underlying the Rental
Agreement or Client’s breach of the Contract Documents.
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL
OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE CLIENT OR TO ANY
THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT,
EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT
THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY
AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THE COMPANY’S LIABILITY SHALL BE LIMITED TO THE FEE
AMOUNT SET FORTH IN THE RENTAL AGREEMENT.
- Termination and Liquidated Damages. Either party may terminate the Rental Agreement upon ten (10) days prior written
notice. In the event of termination by the Client, the Company shall be entitled to retain the deposit amount set forth in the Rental Agreement
as liquidated damages. In the event of termination by the Company, the Company shall reimburse the Client for the deposit amount.
- Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether
patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos,
corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights in and to all
documents, work product and other materials that are delivered to Client under this Agreement shall be remain the sole and exclusive
property of the Company.
- No Assignment: Neither the Contract Documents, nor any right or obligation thereunder, may be assigned by either of the
Parties, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed.
- No Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and
permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or
equitable right, benefit or remedy of any nature whatsoever under or by reason of the Contract Documents.
- Severability: Every provision of the Contract Documents is intended to be severable such that, if any term or provision thereof is
illegal or invalid for any reason whatsoever, such provision shall be severed from the Rental Agreement or these Terms, as the case may be,
and shall not affect the validity of the remainder of the Contract Documents.
- No Waiver: No waiver by the Company of any of the provisions of the Contract Documents is effective unless explicitly set forth
in writing and signed by the Company. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from the
Contract Documents operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege
hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
- Governing Law: The Contract Documents and all matters arising out of the Contract Documents or the services provided
hereunder shall be governed and construed in accordance with the internal laws of the State of Indiana. Any action or proceeding by either
of the Parties to enforce this Agreement shall be brought only in any state or federal court located in Boone County, Indiana.
- Entire Agreement and Definitions. The Contract Documents constitute the entire understanding of the Parties with respect to
the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and
warranties, both written and oral, with respect to such subject matter. All capitalized terms used and not otherwise defined herein shall have
the meaning ascribed to said term in the Rental Agreement.
- Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any
termination or expiration of the Rental Agreement including, without limitation, Indemnification, Intellectual Property, Governing Law, and Survival.