EVENT PROPOSAL CONTRACT

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TERMS AND CONDITIONS

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The following Terms and Conditions govern Event Proposals Contracts with CREATIVE STAGING SERVICES INC and/or CREATIVE STAGING LLC., 1300 Cobb International Dr. NW, Ste. B, Kennesaw GA 30152 (hereafter referred to as the "Staging Producer" or “CSSI” or “CS-LLC”):

 

IN CONSIDERATION OF the mutual covenants and promises in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Staging Producer proposes to provide and the Client agrees to purchase the services of the Staging Producer to accomplish the Client’s Event, on the following terms, agreement to these Terms and conditions signified by Client’s signature on the Creative Staging Quote provided to Client;

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1. EVENT. The Event is described on the Quote provided and attached hereto, including dates, location, venue, services to be provided.

2. PRICING. Total Pricing Proposal is set forth on the Quote provided and attached hereto, including any requirements for “new client” or other deposits.

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4. ACCEPTANCE. This Proposal will be valid for a period of thirty (30) days from the Proposal Date set forth above ("Acceptance Period"). In the event this proposal is not accepted, signed and returned to CSSI within the Acceptance Period, it will be void. All prices are subject to change without notice following the Acceptance Period. Signature by fax or email and in separate counterparts is valid.

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6. ESTIMATE. This proposal was developed based upon information provided by the undersigned Client ("Client"). This proposal sets forth an estimate of equipment and services to be provided in connection with the applicable event ("Event") together with costs, expenses, and prices based upon such estimate. In the case where the actual amount of equipment, services and labor provided in connection with the Event is greater than the estimated amounts specified in this proposal, Client shall be charged for such additional equipment, services and/or labor (including rental fees and freight) at prevailing standard rates as set forth herein and adjusted to include the additional equipment, services and labor. Unless otherwise itemized on the proposal, all pricing excludes sales tax, freight, shipping/handling and electrical charges (if applicable to the Event) which will be charged and due upon final invoice. Sales tax exempt entities must submit sales tax exemption certificates prior to the commencement of the Event. In the event tax exemption certificates are not received prior to the billing of the Event, sales tax will be due and payable at the time of final invoice.

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8. LABOR RATES. CSSI normal pricing structure is based on day rates for 10-hour days, plus time and a half hourly rates for any overtime above 10-hours per day, and double time hourly rates for weekend and holiday labor. Notwithstanding the normal pricing structure, hourly labor rates, minimum calls, overtime labor rates, daily labor rates and per diems apply and are based upon prevailing rates and practices at the venue where the Event is being held and the business division providing the equipment and services. Labor estimates were developed based on information provided by the Client. All Labor calls are subject to a minimum charge period based on local venue rules, servicing division policies, and or Union rules, as they may apply. In the event that the employee works more hours than estimated in the proposal, the Client will be billed the appropriate prevailing or premium rate for the additional hours worked.

9. SERVICE CHARGES. Service Charges are billed in association with an event. Service Charges are NOT gratuities that are paid in whole or in part to CSSI (or other) employees in connection with the event and amounts comprising Service Charges are NOT otherwise shared with CSSI employees.

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11. EQUIPMENT HANDLING. All equipment must be handled by CSSI personnel only. Equipment may not be moved, stored, or serviced by Client or any other party. Client may not operate the equipment unless authorized by CSSI. Client will incur additional charges if equipment is moved or relocated by Client or any other party. Client agrees that CSSI shall be permitted free access to the equipment at any time before, during and/or after the Event for purposes of set/strike, maintenance and routine checks. CSSI retains all title and rights in and to the equipment and all related accessories.

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13. DAMAGE & SECURITY. Client shall be responsible for all equipment that is damaged, lost or stolen (whether by use, misuse, accident or neglect), unless caused by CSSI's negligence. In addition to amounts due to CSSI in connection with this proposal, Client agrees to pay CSSI upon demand for all amounts incurred by CSSI on account of lost, damaged and stolen equipment, based upon repair costs for reparable equipment or full replacement cost for lost or irreparable equipment. In addition, Client shall be responsible for rental fees while equipment is being repaired and/or replaced, as the case may be. If security is required by Client or deemed necessary by CSSI to protect the equipment during the Event, Client shall be responsible for all costs in connection with the provision of security.

14. EQUIPMENT FAILURE. CSSI maintains and services its equipment in accordance with the manufacturer’s specifications and Industry practice. CSSI does not, however, warrant or guarantee that the equipment or services being provided will be free of defect, malfunction, or operator error. If the equipment malfunctions and does not operate properly during the Event for any reason whatsoever, Client agrees to immediately notify a CSSI representative. CSSI will attempt to remedy the problem as soon as possible so that the Event is not interrupted. Client agrees and acknowledges that CSSI assumes no responsibility or liability for any loss, cost, damage or injury to persons or property in connection with the Event as a result of inoperable equipment or otherwise.

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16. PAYMENT. Subject to such “Default payment Terms” as may be already in effect by way of an MSA or other written agreement, payment terms are as follows: (a) Net 30 – meaning invoice payment due on or before 30 days from invoice date; (b) Deposit – may be required based on CSSI review of account status, and depending upon review of any required Credit Application; due date of any Deposit to be determined by CSSI; (c)-Credit Application - Clients may be required to establish credit with CSSI by completing a credit application at least 30-days prior to the first day of the Event or at signing of the contract if that date is within 30 days of the Event start date. Based on review of the credit application, the Client may be required to make a deposit or pre-payment at least 30 days prior to the first day of the Event or at signing of the contract if such date is within 30 days of the first day of the Event. The deposit received will be credited to the final invoice for the Event. Client shall be required to make full and final payment to CSSI within the terms above or as otherwise determined based on the credit application.

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18. EVENT CANCELLATION. If Client cancels the Event or the provision of audiovisual equipment and services by CSSI more than 30 days prior to the scheduled shipment of materials-equipment- assets from CSSI or its storage facility to Client or Event location, no cancellation charges shall apply except for any expenses actually incurred by CSSI. Cancellations received from 16 to 30 days prior to the scheduled shipment of materials-equipment- assets from CSSI or its storage facility to Client or Event location, shall be subject to a cancellation charge equal to 50% of contracted labor in addition to any expenses actually incurred by CSSI. Cancellations received 15 days or less prior to the scheduled shipment of materials-equipment- assets from CSSI or its storage facility to Client or Event location, shall be subject to a cancellation charge equal to 50% of the entire estimate of charges contained in the most recent version of this proposal. Cancellations received 72 hours or less before the first day of the Event, or after equipment has departed from its storage facility will be subject to a cancellation charge equal to 100% of the total estimate of charges described on the most recent version of this proposal. Client agrees and acknowledges that the cancellation charges described in this paragraph are reasonable and appropriate under the circumstances if Client cancels the Event and/or cancels the provision of audiovisual equipment and services by CSSI. Cancellation fees, including fees to cover any incurred costs, shall be due immediately upon any such cancellation by Client. ALL CANCELLATION NOTICES MUST BE IN WRITING AND RECEIVED BY CSSI'S ON-SITE REPRESENTATIVES BEFORE BECOMING EFFECTIVE. IF APPLICABLE - IF ANY CUSTOM SETS, GOBOS OR OTHER CUSTOM MATERIALS ARE REQUIRED FOR AN EVENT, AN ADDITIONAL CANCELLATION FEE WILL BE APPLICABLE AND DUE TO CSSI REGARDLESS OF THE DATE OF CANCELLATION IN AN AMOUNT EQUAL TO THE DIRECT AND INDIRECT COSTS INCURRED BY CSSI OR ITS AFFILIATES IN SECURING AND/OR CONSTRUCTING SUCH CUSTOM MATERIALS PLUS A 15% RESTOCKING FEE.

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20. CHANGES TO CLIENT PROPOSAL. Client may make changes to equipment or services specified in the proposal and the above cancellation charges shall not apply if Client requests changes to equipment or services within 24 hours of the Event so long as the overall charges in the revised proposal are within 10% of the original agreed proposal.

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22. INDEMNIFICATION. Client and CSSI each hereby forever agree to indemnify, defend and hold harmless the other for any and all claims, losses, costs (including reasonable attorney fees and costs), damages and/or injury to property and persons (including death) as a result of the negligent acts, errors or omissions of each party and their respective employees, agents, representatives and contractors. Client also agrees to indemnify, defend and hold harmless CSSI against all claims for copyright, patent or other intellectual property infringement including claims for licenses and royalties, as a result of CSSI's use of any and all, without limitation, Client provided materials, recordings, transmissions, videos, software, hardware etc., in connection with the Event

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24. LIMITATION OF LIABILITY. Under no circumstances will CSSI be responsible for any indirect, special or consequential damages (including, but not limited to, loss of profits, interest, earnings or use) whether arising in contract, tort or otherwise in connection with the Event.

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26. FORCE MAJEURE. Performance under this Agreement may be delayed due to unforeseeable and unavoidable delays caused by federal, state or municipal actions, statutes, ordinances or regulations; acts of god, hurricanes, earthquakes, other adverse weather conditions; war or terrorism; strikes or other labor disputes; or other unforeseeable incidents outside of any responsible party's control which shall make such performance impossible and/or impractical. The party whose performance is so delayed shall give notice of the delay and its cause to the other party to whom performance is owed within five (5) days of the commencement of such delay.

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28. MISCELLANEOUS. This proposal shall be governed and interpreted in accordance with the laws of the state of Georgia (without regard to conflicts of law rules). Any litigation relating to this agreement shall be brought in the federal and state courts for the Northern District of Georgia and/or Cobb County Georgia, with all parties waiving any right to challenge such forum selection on the basis of personal jurisdiction. Time is of the essence with respect to each party's obligation hereunder. The individuals signing this proposal each represent and warrant to the other that they have the proper authority to bind their respective parties to the provisions of this proposal. The provisions of this proposal may only be modified by written agreement signed between the parties.

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30. ADDITIONAL TERMS AND CONDITIONS. From time to time, additional Event-specific terms may also be included throughout the proposal. Any such additional terms shall be in writing and may be added by addendum signed by both parties to this agreement (including by email authorized by each party). Client understands and agrees to any additional provisions contained within the Event Proposal.

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32. ENTIRE AGREEMENT. This Agreement will constitute the entire agreement between the Parties. Any prior understanding or representation of any kind preceding the date of this Agreement will not be binding on either Party except to the extent incorporated in this Agreement.