EQUIPMENT RENTAL TERMS AND CONDITIONS
(Equipment Rental Agreement)
Last Updated Date: September 2024
1. Applicability; Equipment Rental Agreement. These terms and conditions (“Equipment Rental Terms and Conditions”) set forth the terms and conditions on which we rent Equipment to you. These Equipment Rental Terms and Conditions apply to the Confirmed Order, and our Terms of Use (including our Privacy Policy), all of which are incorporated herein by reference. These Equipment Rental Terms and Conditions, the Confirmed Order, the Service Agreement, and our Terms of Use (including our Privacy Policy) are referred to herein as the “Equipment Rental Agreement”. Certain capitalized terms used herein are defined inline and capitalized terms used but not defined herein will have the meanings ascribed to them in our Terms of Use. https://www.expopass.com/terms-of-use/
These Equipment Rental Terms and Conditions do not apply to our sale or your purchase of badges, including badges or badge shells printed by us, or other Goods, which sale and purchase are addressed in and governed by our Terms and Conditions for Badge Printing and Sale of Goods.
2. Modifications to Confirmed Orders; Delivery Date Confirmation. Any Modification to the Confirmed Order must be in a writing (which may be by e-mail) agreed to by both Parties. Any delivery date for particular Equipment may be set forth in the Confirmed Order or provided for or modified in a writing (which may be by e-mail) agreed to by both Parties (which may be separate from a Confirmed Order but deemed to Modify the Confirmed Order). Expo Pass will not be bound with respect to any order for equipment or delivery date unless Expo Pass has agreed to it in writing (which may be by e-mail).
3. Rental of Equipment. We hereby rent the Equipment to you, and you hereby rent the Equipment from us, on and subject to the terms and conditions of this Equipment Rental Agreement.
4. Accessories Not Included with Equipment. We will include with the Equipment only the cords that are attached to the Equipment, and we will not include or provide any other accessories (such as extension cords, power strips, Ethernet link cords, cables, or electrical adapters) unless otherwise specified in the Confirmed Order. You are responsible for providing all accessories (including extension cords, power strips, Ethernet link cords, cables, or electrical adapters) to be used with the Equipment for your Events, unless otherwise specified in the Confirmed Order.
5. Shipment; Delivery. We will arrange shipment of the Equipment to you to the delivery location specified in the Confirmed Order or as otherwise agreed in a writing by the Parties (which may be by email) (the “Delivery Location”). We, in our sole discretion, will determine the shipping method to be used to ship the Equipment to you. We will pay shipping and handling costs, unless otherwise specified in the Confirmed Order. We will arrange for delivery/pickup of the Equipment to you Monday through Friday (excluding holidays) during an agreed upon 4-hour time window. Equipment delivery/pickup required on Saturday, Sunday, Holidays or during a compressed time window of less than 4 hours will incur an additional delivery charge of $300 to be invoiced post-event, unless specifically noted otherwise in the Confirmed Order. You are responsible for ensuring the accuracy of the Delivery Location. You are responsible for arranging for your designee to receive the Equipment at the Delivery Location. Delivery dates are estimates only. We will have no responsibility for any delay in delivery, including due to weather-related issues or other circumstances out of our control.
6. Term. The term of this Equipment Rental Agreement commences on the Rental Start Date, and, unless earlier terminated hereunder, will expire on the later of the Rental End Date for the Equipment and the date the Equipment is returned to and accepted by us in the condition required hereunder (the “Term”).
7. Default. Each of the following is an “Event of Default” under this Equipment Rental Agreement: (i) you fail to pay any rent or other amount under this Equipment Rental Agreement when due; (ii) you default in the performance or observance of any other term, covenant, or condition of this Equipment Rental Agreement; (iii) you breach or threaten to breach this Equipment Rental Agreement or any Related Agreement; (iv) your interest in this Equipment Rental Agreement or the Equipment (or any portion thereof) passes to any other Person (by operation of law or otherwise); (v) you become insolvent, are generally unable to pay, or fail to pay, your debts as they become due, file, or have filed against you, a petition for voluntary or involuntary bankruptcy, or make or seek to make a general assignment for the benefit of your creditors; (vi) you apply for, or consent to, the appointment of a trustee, receiver, or custodian for a substantial part of your property or business; or (vii) you sell, transfer, or dispose of all or substantially all of your assets or the property of your business, or merge or consolidate with any other Person.
8. Remedies upon Event of Default. If an Event of Default occurs, we may, in our sole discretion, exercise one or more the following remedies: (i) declare this Equipment Rental Agreement in default; (ii) terminate this Equipment Rental Agreement in whole or in part; (iii) require you to return any Equipment to us in accordance with Section 10 below (Return of Equipment); (iv) proceed by court or arbitration action (in our sole discretion) to enforce your performance of this Equipment Rental Agreement and/or to recover damages and expenses incurred by reason of any Event of Default; or (v) exercise any other right or remedy available to us at law, in equity, by statute, in any other agreement between the Parties, or otherwise. We will not be liable to you for any termination of this Equipment Rental Agreement.
9. Damage to Equipment.
(a). You will promptly notify us by phone or email to support@expopass.com if any Equipment is lost, stolen, destroyed or damaged (ordinary wear and tear excepted). Thereafter, you will take all reasonable action requested by us relating to the damaged Equipment. In addition, at our request, you will return the damaged Equipment to us in accordance with Section 10 below (Return of Equipment).
(b). If any Equipment is lost, stolen, destroyed or damaged beyond repair (in our sole determination), you will pay to us the Replacement Value.
(c). If the damaged Equipment can be repaired, in our sole determination, you will pay us the Repair Cost.
(d). However, if we determine, in our sole discretion, that damage to Equipment is due to a defect in the Equipment not caused by you, we will, in our sole discretion, and as your sole remedy, (i) repair or replace the damaged Equipment or (ii) credit or refund you the rent for such Equipment on a prorated basis based on when the damage occurred during the Rental Term (provided that if rent for the Equipment was paid as part of a Package Price, we will credit or refund you the portion of the Package Price attributable to the rent for the Equipment on a prorated basis based on when the damage occurred during the Rental Term, in our sole determination).
10. Return of Equipment.
(a). Return of Equipment.
- Return of Equipment at End of the Term. If the Term ends on the Rental End Date, you will return all Equipment to us no later than the Rental End Date.
- If Term Ends Earlier than Rental End Date; Event of Default; Return Requested in connection with Force Majeure Event. If the Term ends earlier than the Rental End Date, including if we require that you return Equipment to us in connection with an Event of Default under Section 7 above (Default) or a Force Majeure Event under Section 24 entitled “Force Majeure Event” in the Terms of Use, you will return the Equipment to us within 15 calendar days after our instruction to you to return of the Equipment to us (as applicable).a. We may, in our sole discretion, terminate the Rental Period and request that you return the Equipment to us within 15 calendar days after such termination of the Rental Period (the “Rental Period Early Termination Date”), and you will so return the Equipment. We will credit or refund you the portion of the rent for Rental Period previously paid to us (if any) for the period between the Rental Period Early Termination Date and the original Rental End Date for that Equipment, in our sole determinationb. If your cancelled Event is rescheduled pursuant to Section 8(a) of the Services Agreement, but you have returned the Equipment for the cancelled Event to us, and we determine, in our sole discretion, that we have Equipment available to rent to you for the rescheduled Event then: (A) we will rent the Equipment to you at the Per Diem Rental Rate based on the rent specified in the Confirmed Order for the cancelled Event in our sole determination (and any credit under Section 8 above will be applied to such rent); (B) we will specify a new Rental Start Date and a new Rental End Date for such rental, which will be binding on you; and (C) such rental will be deemed to be made under the Confirmed Order for the cancelled Event (as modified by items (A) and (B) above).c. Alternatively, the Rental Period for the Equipment may be extended to a new Rental End Date by mutual written agreement, and rent for the Equipment will thereafter be at a Per Diem Rental Rate based on the rent specified in the Confirmed Order in our sole determination. Any rent previously paid by you for the Equipment will be credited to you for the period commencing on the Rental Start Date and ending on the new Rental End Date, in our sole determination. The Confirmed Order for the cancelled Event will be deemed to be amended to reflect the new Rental End Date.
- Return of Equipment for Damage. If Equipment is damaged, you will return the damaged Equipment to us within 15 calendar days after our instruction to do so under Section 9 above (Damage to Equipment).
- Return of Agreement upon Our Request. If we instruct you to return any Equipment to us at any time for any reason, you will return the Equipment to us within 15 days after our instruction to do so.
- Shipping. You will return Equipment using the shipping method and shipping label(s) instructed and/or provided by us. We, in our sole discretion, will determine the shipping method to be used by you to return the Equipment. We will pay shipping and handling costs. However, you will deliver the Equipment to the carrier at your expense. You will properly package the Equipment, including properly packing the Equipment in case(s) or box(es) provided by us. Our acceptance of your return of the Equipment is not a waiver by us of any claims that we may have against you, including claims for latent damage to the Equipment.
(b). Failure to Timely Return Equipment. If you fail to timely return the Equipment to us, we may, at our sole election and sole discretion, request that you pay (i) the Per Diem Rental Rate for each day after which the Equipment is not timely returned to us; (ii) the Replacement Value of such Equipment; or (iii) any combination of the foregoing, and you will pay such amount(s) to us.
11. Rent and Payment Terms.
(a). Rent. The rent for each item of Equipment for the Rental Period will be the rental price or rate specified in the Confirmed Order. However, if and to the extent rent for particular Equipment is included in a Package Price under the Confirmed Order, the rent for that Equipment for the Rental Period will be the portion of the Package Price allocated to rent as specified in the Confirmed Order (or as determined by us, in our sole determination, if the Confirmed Order is silent regarding such allocation). Alternatively, rent may be the Per Diem Rental Rate per day if specified in the Confirmed Order or otherwise required under these Equipment Rental Terms and Conditions.
(b). Due Date. You will pay any rent or other amount payable under this Equipment Rental Agreement by the due date (or dates) specified in the Confirmed Order or applicable invoice(s). If rent for particular Equipment is included in a Package Price under the Confirmed Order, you will pay that Package Price by the due date (or dates) specified in the Confirmed Order or applicable invoice(s), and the rent for that Equipment will be deemed paid upon your payment of the Package Price. If the Confirmed Order or an applicable invoice is silent regarding the payment date, payment of any rent or other amount payable under this Equipment Rental Agreement will be due within 30 days after the date of the invoice.
Notwithstanding the foregoing, if the Confirmed Order or invoice specifies that rent for Equipment must be paid in a lump sum (including if rent is included in a Package Price), and the due date for such rent specified in the Confirmed Order or invoice is after the date we must ship the Equipment in order to meet the applicable delivery date, you must pay such rent (or Package Price, if applicable) no later than such shipment date. We will not be obligated to ship such Equipment to you if such rent has not been paid by such shipment date.
(c). Payment Method. All rent (including rent included in a Package Price) or other amounts payable under this Equipment Rental Agreement will be paid using the payment method specified in the Confirmed Order or applicable invoice. If the Confirmed Order or applicable invoice is silent regarding the payment method, payment must be made by credit card or check and subject to the Terms of Use.
12. Operators. All operators of the Equipment must be authorized by you to operate the Equipment and operate the Equipment as your agents under your supervision and control. You represent, warrant, and agree that all operators will operate the Equipment as your agents, and will be competent, including to operate the Equipment. We will not provide any personnel to operate the Equipment, except to the extent otherwise set forth in the Confirmed Order or as agreed in writing by us.
13. Maintenance and Operation.
(a). You will use the Equipment only for the purpose of using our Services, including printing badges, session tracking, and check-in at your Events.
(b). You will use and maintain the Equipment in a prudent and proper manner and in compliance with this Equipment Rental Agreement, our instructions, all applicable manufacturer specifications and instructions, and all applicable laws.
(c). You will not make or permit any alterations, additions, repairs or improvements to the Equipment or remove, alter, disfigure or cover up any numbering, lettering, or insignia displayed upon the Equipment.
(d). You will keep the Equipment free from all liens.
(e). You will safely and securely transport the Equipment, including to and from Events, and to or from the carrier (as applicable).
(f). You and your Representatives and operators will comply with all applicable laws in connection with your use, possession, or transportation of the Equipment.
(g). You will ensure that the Event venue’s electrical infrastructure can accommodate the power requirements for the Equipment. Without limiting the generality of foregoing, you will ensure that, at a minimum, the registration/check-in area for an applicable Event is prepared in advance with sufficient electrical outlets to support the following: (i) each iPad requires 2.4 amps, (ii) each printer requires 3.5 amps, and (iii) each router requires 3.3 amps.
(h). You will ensure that there is an active internet connection on-site (5Mbps minimum) at the Event venue and that the internet at the Event venue meets our internet requirements available at https://support.expopass.com/en/articles/8900857-onsite-logistics-internet-requirements.
(i). You will ensure that the SSID and Password are configured to our specifications available at https://support.expopass.com/en/articles/8900857-onsite-logistics-internet-requirements.
(j). You will ensure that the internet connection at the Event venue: (i) is open and DHCP-enabled, such that it automatically assigns IP addresses, without any need for manual input of IP addresses and DNS settings and (ii) has no walled garden or splash page.
(k). Upon your request, we will use commercially reasonable efforts assist the Organizer with any internet-related questions from the Event venue; however, that you will remain responsible for ensuring that our minimum internet and security requirements are met.
(l). Certain of our Equipment has access to a cellular connection provided by a carrier we determine, in our sole discretion, from time to time. As of the effective date of these Equipment Rental Terms and Conditions, our carrier is Verizon. You may use our cellular connection at your Event(s) solely in connection with your use of the Equipment under these Equipment Rental Terms and Conditions. You may use our cellular connection for up to 3GB per Event at no additional cost to you. However, if you use more than 3GB at an Event, we may assess you additional charges based on our carrier’s then-current rates. We do not guarantee that cellular service or the connection will be available in connection with your use of the Equipment, for your Events, or at your Event venue, and we will have no liability to you for any unavailability or disruption of cellular service or any connection. The foregoing availability of our connection does not relieve you of your obligation to ensure that internet is available at your Event venue in accordance with the requirements set forth above.
14. Software. The Equipment includes any Software.
(a) Third Party Software. All Software will remain the property of its licensor, and your use of Software will be governed by, and you agree to be bound to, the applicable licensor’s applicable end user license agreement for the Software. Zebra ZD printers rented to you include and use Zebra’s Software, and your use of Zebra’s Software accompanying such printers is governed by the applicable Zebra end user license agreement available at zebra.com. iPads rented by you include and use Apple’s Software, and your use of Apple’s Software accompanying such iPads is governed by the applicable Apple end user license agreement available at apple.com. Your use of the Expo Pass Platform available via our mobile App is governed by our Mobile Application End User License Agreement. Except as otherwise permitted therein, you will comply will all such licenses, and use Software only with the Equipment. You will not copy, remove, sublicense, rent, transfer, assign, sell, alter, modify or encumber any Software without the applicable licensor’s prior written consent.
(b) Expo Pass Router Firmware. Our routers include and use Expo Pass’s proprietary router firmware (“Expo Pass Router Firmware”), which is exclusively owned by Expo Pass. Subject to the terms of this Equipment Rental Agreement, we grant you a limited, non-exclusive and non-transferable license to use the Expo Pass Router Firmware solely in connection with your use of our routers in connection with your use of our Services at your Events strictly in accordance with this Equipment Rental Agreement (including our Terms of Use). You will not copy modify, translate, adapt, or otherwise create derivative works or improvements (whether or not patentable) of, the Expo Pass Router Firmware; reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Expo Pass Router Firmware or any part thereof; or remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Expo Pass Router Firmware. You will not rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, export, or otherwise make available the Expo Pass Router Firmware or any features or functionality of the Expo Pass Router Firmware to any third party.
15. Risk of Loss. You acknowledge and agree there is a risk of loss, injury or damage arising from or related to the possession, operation, or use of the Equipment. You will bear all risk of loss, theft, injury, destruction or damages (ordinary wear and tear excepted) of the Equipment from the time the Equipment is delivered to you until you deliver the Equipment to the carrier. Without limiting the generality of any release of claims set forth in our Terms of Use, you, on behalf of yourself and your Representatives, release each Released Party from and against any and all responsibility or liability for such losses, injuries or damages which you, your Representatives, your customers, Exhibitors, Attendees or any other Persons may experience arising from or related to the failure, operation, use, maintenance, storage or possession of the Equipment.
16. Equipment Rental Disclaimer of Warranties. WITHOUT LIMITING THE GENERALITY OF ANY DISCLAIMER OF WARRANTY SET FORTH IN OUR TERMS OF USE, WE, BEING NEITHER THE MANUFACTURER, NOR A SUPPLIER OR DEALER IN THE EQUIPMENT, MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT THIS EQUIPMENT RENTAL AGREEMENT, THE EQUIPMENT, OR THE SOFTWARE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, WARRANTY REGARDING THE EQUIPMENT’S CONDITION, DESIGN, CAPACITY, PERFORMANCE, MATERIALS, OR WORKMANSHIP, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT OF A THIRD PARTY, OR WARRANTY AGAINST INTERFERENCE, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. WITHOUT LIMITATION TO THE FOREGOING, WE PROVIDE NO WARRANTY OR UNDERTAKING, AND MAKE NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. YOU RENT THE EQUIPMENT, AND THE SOFTWARE IS PROVIDED TO YOU, “AS IS”, WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND.
17. General.
(a) Modifications to Equipment Rental Terms and Conditions and Equipment Rental Agreement.
- In General. Our Equipment Rental Terms and Conditions are subject to change by us without prior written notice at any time, in our sole discretion. Any changes to our Equipment Rental Terms and Conditions will be in effect as of the “Last Updated Date” referenced in our Equipment Rental Terms and Conditions. You should review our Equipment Rental Terms and Conditions before entering into any Confirmed Order or renting any equipment from us. Your continued use of the Website or App after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.
- If you enter into a Confirmed Order. Each time you enter into a Confirmed Order providing for the rental of Equipment, our Equipment Rental Terms and Conditions in effect as of the Last Update Date on the effective date of that Confirmed Order will apply to that Confirmed Order. The Equipment Rental Agreement applicable to a particular Confirmed Order (including these Equipment Rental Terms and Conditions) may not be Modified during its term except pursuant to Section 2 above (Modification to Confirmed Orders) or as otherwise agreed to in writing by both Parties. Notwithstanding the foregoing, we may from time to time, without your consent, Modify our Terms of Use, our Service Terms and Conditions, our Terms and Conditions for Badge Printing and Sale of Goods, our Privacy Policy, our Cookies Policy, our Copyright Policy, our Data Protection Addendum, our Mobile Application End User License Agreement, any Merchant Agreement, or other of our policies, agreements and documents, in accordance with their respective terms.
(b) Further Assurances. You will execute and deliver any documents or instruments, and take any further actions that are reasonably required, to provide Expo Pass the full benefits and rights described in this Equipment Rental Agreement.
(c) No Set-Off. Your obligation to pay all rent and other amounts under this Equipment Rental Agreement is absolute and unconditional and is not subject to any abatement, counterclaim, defense, deferment, interruption, recoupment, reduction, or setoff for any reason whatsoever. A breach of this Equipment Rental Agreement by us will not be deemed to constitute a breach by us of or in any release or diminish any of your obligations with respect to, any other of Services to you, including under any Confirmed Order, Service Agreement, Badge Printing and Sale of Goods Agreement, Merchant Agreement or our Terms of Use, and will in no way diminish any prices, fees, expenses or other amount payable by you to us for any such Services. You will not withhold payment of any Price or other amount due and payable under this Equipment Rental Agreement by reason of any set-off or any claim or dispute with us, whether under or relating to our breach of this Equipment Rental Agreement or any Related Agreement, our bankruptcy, or otherwise.
(d) True Lease. The Parties intend that this Equipment Rental Agreement shall constitute a true lease under applicable law. Expo Pass has and retains title to the Equipment at all times. You acquire no ownership, title, property, right, equity, or interest in the Equipment other than your leasehold interest solely as renter or lessee of the Equipment subject to the terms and conditions of this Equipment Rental Agreement.
(e) Security Interest. The Parties intend and agree that, if this Equipment Rental Agreement is re-characterized under applicable law as a secured financing or a lease intended for security, this Equipment Rental Agreement shall be deemed a security agreement and shall be deemed to grant us by you a lien on and first priority security interest in the Equipment and all proceeds thereof, to secure the payment of your obligations under this Equipment Rental Agreement. Each Party agrees to, and you authorize to, execute, acknowledge, deliver, file, and record, or cause to be executed, acknowledged, delivered, filed, and recorded such further documents (including UCC financing statements), and to do all such things and acts, necessary to ensure that such security interest would be a perfected first priority security interest under applicable law.
(f) Survival. Sections 2, 7, 8, 9, 10, 16, 17, 18, and17, and all representations and warranties made herein by you will survive the termination or expiration of this Equipment Rental Agreement for any reason.
(g) Entire Agreement. This Equipment Rental Agreement constitutes the entire agreement of the Parties relating the rental of the Equipment, and relating to the Equipment, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. This Equipment Rental Agreement (including these Equipment Rental Terms and Conditions) prevail over any of your general terms and conditions regarding equipment rental, regardless of whether or when you have submitted your order for the Equipment or such terms. Fulfillment of the Confirmed Order does not constitute acceptance of any of your terms and conditions and does not serve to modify or amend this Equipment Rental Agreement (including these Equipment Rental Terms and Conditions).
(h) Counterparts. A Confirmed Order, or an amendment to a Confirmed Order or this Equipment Rental Agreement, may be executed in counterparts (including by e-mail, facsimile, PDF, DocuSign or other electronic copy), each of which will be deemed an original, but all of which together will constitute one and the same instrument.
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