MASTER TERMS & CONDITIONS FOR RENTALS, INSTALLATIONS, AND PROFESSIONAL SERVICES

Version 1.4 – Revised February 2025

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

1.1 “VDA” means VDA Solutions LLC, its employees, agents, subcontractors, and authorized representatives.

1.2 “Purchaser” means the individual or entity acquiring Equipment, engaging Services, or entering into any Order with VDA.

1.3 “Agreement” means these Master Terms & Conditions, together with any Quote, Proposal, Invoice, Order, Change Order, and any written amendments issued by VDA.

1.4 “Equipment” means all audio, visual, lighting, special effects, control, networking, software, tools, materials, and related items rented, loaned, installed, configured, or supplied by VDA, whether owned or leased by VDA.

1.5 “Services” means any professional services provided by VDA, including but not limited to rental, delivery, setup, operation, programming, automation, integration, installation, system configuration, consulting, support, training, and remote access.

1.6 “Order” means any written or electronic Quote, Proposal, Invoice, or Statement of Work issued by VDA and accepted by the Purchaser, including acceptance by payment, signature, email confirmation, or allowing VDA to begin work.

1.7 “Site” means any location where Equipment is delivered, installed, stored, used, or Services are performed.

1.8 “Third-Party Equipment” means any equipment, hardware, software, accessories, cabling, infrastructure, extension cords, power devices, networking equipment, or components not supplied by VDA, whether provided by Purchaser, venue, DJ, contractor, or other third party.

1.9 “Non-UL/Non-Certified Equipment” means any Third-Party Equipment that is not UL listed, ETL listed, or otherwise certified to applicable safety standards, is counterfeit or of unknown origin, or is not rated for the intended use or load.

2. SCOPE OF AGREEMENT

2.1 These Terms govern all Rentals, Installations, and Professional Services provided by VDA to Purchaser unless a separate written agreement is executed by VDA.

2.2 Any terms submitted by Purchaser (including purchase orders, venue-required forms, or vendor onboarding terms) that conflict with this Agreement are expressly rejected and shall have no force unless VDA agrees to such terms in a written document signed by an authorized VDA officer.

2.3 VDA may update these Terms from time to time. The version in effect at the time of the Order shall apply to that Order.

3. QUOTATIONS, PRICING, DEPOSITS & CHANGE ORDERS

3.1 Quotes are valid for 14 calendar days unless otherwise stated in writing.

3.2 Deposits or retainers may be required prior to reserving Equipment, labor, or scheduling Services. No Equipment will be reserved, and no work will commence until required funds have cleared.

3.3 Purchaser-requested changes to scope, labor, Equipment, access, schedule, or Site conditions shall be billable as a Change Order at VDA’s then-current rates. VDA may suspend work until the Change Order is approved and paid.

3.4 Pricing does not include sales tax, permits, union labor, venue fees, parking, security, freight, travel, or lodging unless specifically stated in writing. These costs, if incurred, shall be billable to Purchaser.

3.5 For multi-day projects or rentals, VDA may invoice progress payments. Failure to pay progress or milestone invoices grants VDA the right to pause work and remove Equipment without liability.

4. PAYMENT TERMS, LATE FEES, CHARGEBACKS & PERSONAL GUARANTEE

4.1 Unless otherwise stated, payment is due within 14 days of invoice date. VDA may require payment in full prior to delivery or installation at VDA’s discretion.

4.2 Late balances accrue a finance charge of 5% per month, or the maximum permitted by law, whichever is greater. A minimum late fee of $75 applies to any past-due invoice.

4.3 Purchaser shall not withhold, offset, delay, or reduce payment for any reason, including alleged defects, pending insurance claims, venue issues, or disputes with third parties.

4.4 Chargebacks are strictly prohibited. A chargeback constitutes a material breach of this Agreement. In the event of any chargeback, Purchaser shall be liable for:

(a) full outstanding balance;

(b) chargeback fees and penalties;

(d) reasonable attorney’s fees.

4.5 Personal Guarantee (Standard). If Purchaser is a business or organization, the individual submitting the Order or approving work personally guarantees payment and represents that they are authorized to bind the Purchaser. If Purchaser fails to pay, the signer shall be held personally liable for all amounts owed, including damages, fees, and costs of enforcement.

5. RENTAL TERMS – CARE, CUSTODY & CONTROL (YOU BREAK IT, YOU BUY IT)

5.1 Risk of loss and responsibility for Equipment transfers to Purchaser upon delivery to the Site or when VDA completes setup, whichever occurs first, and continues until VDA retrieves and signs Equipment back in.

5.2 Purchaser is fully responsible for all loss, theft, damage, destruction, malfunction, or missing items, regardless of cause, including without limitation: guests, staff, performers, DJs, contractors, venue personnel, weather, power issues, liquids, misuse, or acts of negligence.

5.3 Purchaser shall protect all Equipment with appropriate security, barriers, supervision, cable management, and coverings for weather or liquids.

5.4 Any spill, damage, incident, or Equipment malfunction shall be reported to VDA immediately, with photos or video when possible.

5.5 Cleaning, repair, replacement, diagnostics, shipping, parts, labor, and reasonable loss-of-use fees shall be charged to Purchaser. If repair is not economically practical, Equipment shall be billed at current market replacement value.

5.6 Purchaser shall not move, relocate, sub-rent, lend, conceal, store off-site, modify, open, or attempt repairs on Equipment without VDA’s prior written consent.

5.7 Equipment shall be returned in the same condition, subject to normal wear. Excessive dirt, smoke/haze residue, tape, adhesives, or contamination shall incur cleaning fees.

6. DELIVERY, PICKUP & TRANSFER OF RISK

6.1 Delivery and pickup windows are estimates. Purchaser shall ensure timely access for VDA to deliver, install, and retrieve Equipment.

6.2 If VDA is delayed due to Purchaser, venue, staff, security, or other third parties, waiting time shall be billable at VDA’s hourly rates.

6.3 Equipment not returned within 3 business days of the end of the rental or event will be deemed lost and billed as missing at full replacement value.

7. SITE CONDITIONS, ACCESS & INSTALLATIONS

7.1 Purchaser warrants that the Site is safe, structurally sound, and compliant with all codes, ordinances, and regulations.

7.2 Purchaser shall provide VDA with accurate Site information, including layout, load-in instructions, electrical access, and any restrictions that may affect installation or operation of Equipment.

7.3 VDA may refuse or pause work if the Site is unsafe, non-compliant, or not ready. Additional labor or delays caused by Site conditions shall be billable.

7.4 For installations or cabling requiring wall, ceiling, or structural penetrations, Purchaser is responsible for obtaining permits, approvals, and ensuring no hidden hazards (e.g., electrical, plumbing, asbestos) are present. VDA is not liable for concealed conditions not reasonably discoverable by visual inspection.

7.5 Upon completion, Purchaser is responsible for the proper care and use of installed systems. Misuse, tampering, liquid ingress, or environmental damage is excluded from warranty.

8. POWER, NETWORKING & THIRD-PARTY SYSTEMS

8.1 Purchaser shall provide stable electrical power, proper grounding, and circuits of adequate capacity for all Equipment. Power must meet manufacturer specifications.

8.2 VDA is not liable for outages, performance issues, data loss, or damage caused by:

(a) venue or utility power fluctuations;

(b) brownouts, surges, spikes, or generator power;

(d) ISP, network, or internet failures.

8.3 Use of power strips, adapters, extension cords, generators, or power distribution not supplied or approved by VDA is at Purchaser’s sole risk.

8.4 UPS, surge protection, and power conditioning are strongly recommended and may be required. If Purchaser declines recommended protection, Purchaser assumes all related risk and liability.

8.5 VDA is not responsible for failures or incompatibilities arising from third-party platforms, cloud services, streaming services, ISPs, or venue-provided networks.

9. SOFTWARE, CONFIGURATION, CREDENTIALS & REMOTE ACCESS

9.1 Any software, firmware, configuration, code, or programming provided by VDA is licensed, not sold. No rights to reverse engineer, copy, sublicense, or reuse are granted.

9.2 Remote access, monitoring, or support services require adequate internet connectivity. Purchaser authorizes VDA to access systems remotely as needed to provide support.

9.3 VDA may retain administrative credentials during the project. Final credentials, documentation, and handoff are provided upon final payment in full.

9.4 Purchaser is responsible for safeguarding passwords and access credentials. VDA is not liable for breaches caused by Purchaser, employees, venue IT, or third parties.

9.5 If Purchaser is past due on payment, VDA may disable remote access, revoke licenses, suspend support, and/or remove Equipment, without liability.

10. CUSTOMER-PROVIDED / NON-UL / THIRD-PARTY EQUIPMENT

10.1 Any Third-Party Equipment or Non-UL/Non-Certified Equipment used in conjunction with VDA Equipment or Services is at Purchaser’s sole risk.

10.2 VDA makes no warranty or guarantee for performance, safety, compatibility, or integration with Third-Party Equipment.

10.3 If Purchaser requests or requires VDA to use, integrate, connect to, or mount Third-Party Equipment, Purchaser assumes all resulting liability, including without limitation:

(a) failure, malfunction, fire, electrical hazard, or damage;

(b) performance issues, hum/noise, interference, or instability;

(d) voided warranties or additional labor.

10.4 VDA may refuse to use Non-UL/Non-Certified Equipment. Such refusal is not a breach of this Agreement and Purchaser remains responsible for all charges.

10.5 If Third-Party Equipment damages VDA property or Equipment, Purchaser shall be liable for full repair or replacement value, plus labor and loss-of-use.

11. OUTDOOR EVENTS & WEATHER

11.1 Outdoor use of Equipment must be approved by VDA in writing.

11.2 Purchaser is fully responsible for weather protection, including but not limited to: staging cover, tenting, flooring, raised platforming, sandbags, climate protection, and safe routing of cables.

11.3 If weather poses risk to Equipment, VDA may power down, cover, strike, or remove Equipment. VDA’s decision is final and made for safety and asset protection. No refunds or credits shall apply.

11.4 Weather or acts of nature do not waive Purchaser payment obligations for labor performed, Equipment delivered, or losses incurred.

12. HANDS-OFF EQUIPMENT POLICY

12.1 Purchaser, guests, DJs, performers, venue staff, contractors, and third parties shall not touch, operate, move, reposition, repatch, or alter any Equipment without VDA’s consent.

12.2 Unauthorized handling shall subject Purchaser to liability for any resulting damage, downtime, rework, or emergency service.

12.3 If VDA must dispatch a technician due to unauthorized handling, Purchaser shall be billed at emergency service rates.

13. DRY-HIRE / SUB-RENTAL RESTRICTIONS

13.1 Purchaser shall not sub-rent, lend, transfer, or provide VDA Equipment to any third party without VDA’s prior written approval.

13.2 If approved by VDA in writing, Purchaser remains fully liable for Equipment from delivery until it is returned and inspected by VDA.

13.3 Any unauthorized sub-rental or relocation shall result in full replacement billing and may be treated as theft.

14. TECH RIDER, SCHEDULES & ADVANCE CHANGES

14.1 Purchaser shall provide accurate event or installation details, schedule, timeline, technical requirements, venue contacts, and access restrictions at least 7 days in advance unless waived by VDA in writing.

14.2 Schedule changes, extended hours, late-night/overnight labor, rehearsal changes, rehearsals added, delays, or standby time shall be billable at premium or overtime rates.

14.3 If Purchaser fails to provide accurate tech details or timely coordination, VDA may charge additional labor to reprogram, re-rig, re-patch, modify layouts, or reconfigure systems.

15. AUDIO LEVELS, SOUND RESTRICTIONS & NOISE ORDINANCES

15.1 Purchaser is responsible for verifying venue, municipal, HOA, or legal sound restrictions prior to the event or project.

15.2 VDA shall not be liable for penalties, fines, shutdowns, or enforcement actions relating to noise or sound levels.

15.3 If sound must be lowered due to complaint, ordinance, or venue directive, Purchaser shall not be entitled to any refund or credit.

16. DAMAGE WAIVER (OPTIONAL ADD-ON, NOT INSURANCE)

16.1 If offered by VDA and elected by Purchaser on the Order, a Damage Waiver may be applied as a percentage of the rental value. The Damage Waiver is not insurance and does not make VDA an insurer.

16.2 The Damage Waiver reduces (but does not eliminate) Purchaser liability for accidental damage only. It does notcover theft, loss, missing items, negligence, gross negligence, misuse, liquids, weather, or Third-Party Equipment failure.

16.3 Claims under a Damage Waiver are approved or denied at VDA’s sole discretion.

17. STORAGE, TRANSPORT & MULTI-DAY RESPONSIBILITY

17.1 If Equipment remains on Site for multiple days or is stored onsite overnight, Purchaser assumes full responsibility for security, protection, and risk of loss.

17.2 If Purchaser transports or stores Equipment, Purchaser is liable for all damage occurring during transport or storage, including improper packing, climate damage, or carrier negligence.

18. DATA LOSS, CYBERSECURITY & NETWORK LIABILITY

18.1 VDA is not responsible for data loss, corruption, downtime, network breaches, cybersecurity incidents, or access issues caused by Purchaser, venue, ISP, IT staff, or any third-party systems or platforms.

18.2 Systems integrated with Purchaser networks or third-party platforms are subject to their reliability, security, and uptime. Purchaser assumes all related risks.

18.3 VDA strongly recommends separate VLANs, firewalls, and isolated networks for AV and automation systems. If Purchaser declines, Purchaser assumes all liability.

19. RECURRING SERVICE, SUPPORT & MAINTENANCE

19.1 Any ongoing service, monitoring, support, or maintenance must be documented in a separate Service Agreement or Support Plan. Unless such plan is executed, ongoing support is billable at VDA’s standard hourly rates.

19.2 Warranty support is limited to workmanship for 90 days after installation unless otherwise stated. Misuse, changes by others, environmental factors, or third-party updates are excluded.

19.3 Remote support requiring on-site dispatch shall be billable at VDA’s then-current rates unless covered by a paid support plan.

20. INSURANCE & CERTIFICATE OF INSURANCE (COI)

20.1 Purchaser shall maintain Commercial General Liability insurance with limits of no less than $1,000,000 per occurrence / $2,000,000 aggregate, naming VDA Solutions LLC as Additional Insured for the duration of the project or rental, including setup and strike days.

20.2 If Purchaser fails to provide a COI 48 hours prior to delivery, VDA may cancel, refuse delivery, or require a refundable damage deposit and/or add a Damage Waiver fee.

20.3 The Damage Waiver is not a substitute for insurance and does not reduce Purchaser’s indemnification obligations.

21. INDEMNIFICATION

21.1 Purchaser shall defend, indemnify, and hold harmless VDA from all claims, damages, losses, liabilities, demands, penalties, fines, costs, and expenses (including attorney’s fees) arising from or relating to:

(a) Purchaser’s use, misuse, or operation of Equipment;

(b) Third-Party Equipment or Non-UL/Non-Certified Equipment;

(d) personal injury, property damage, or loss caused by Purchaser or related parties;

(e) violation of laws, codes, permits, ordinances, or sound restrictions; or

(f) breach of this Agreement by Purchaser.

21.2 Indemnity does not apply to the extent caused by VDA’s gross negligence or willful misconduct.

22. LIMITATION OF LIABILITY

22.1 VDA shall not be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages, including loss of business, profits, revenue, data, or use.

22.2 VDA’s total aggregate liability arising out of any Order shall not exceed the amounts actually paid by Purchaser for the specific Order giving rise to the claim.

23. CANCELLATION & RESCHEDULE

23.1 Cancellation by Purchaser is subject to the following:

(a) 7+ days before: full refund of labor; third-party gear or special orders may incur restocking or hold fee;

(b) 48 hours–7 days: 50% of labor + 100% of third-party or unique costs;

23.2 Weather does not waive fees unless agreed by VDA in writing.

24. FORCE MAJEURE

Neither party shall be liable for delays due to events beyond reasonable control, including natural disasters, severe weather, supply chain disruptions, utility failures, labor disputes, government actions, or acts of God. Purchaser remains responsible for Equipment already delivered and costs incurred.

25. MEDIA & CONFIDENTIALITY

25.1 Unless Purchaser opts out in writing, VDA may capture non-sensitive photos or video of the project or event for portfolio use.

25.2 VDA shall not disclose Purchaser’s confidential business information except to perform Services or as required by law.

26. DISPUTE RESOLUTION & GOVERNING LAW

26.1 This Agreement shall be governed by the laws of the State of New York.

26.2 Venue for any dispute shall be Suffolk County, New York, and Purchaser consents to jurisdiction therein.

26.3 Purchaser shall first provide VDA written notice of any dispute and allow 10 business days to resolve before initiating legal action.

27. SEVERABILITY; ENTIRE AGREEMENT; PRIORITY

27.1 If any provision of this Agreement is held unenforceable, the remainder shall remain in full force.

27.2 This Agreement, together with the applicable Order, constitutes the entire agreement and supersedes all prior discussions or terms.

27.3 If a conflict exists, this Agreement controls over Purchaser or venue documents.

28. ACCEPTANCE OF TERMS

Purchaser accepts these Terms by any of the following:

(a) signing or approving a Quote, Proposal, Invoice, or Order;

(b) paying a deposit or any invoice;

(d) allowing VDA to begin work.

MASTER TERMS & CONDITIONS FOR RENTALS, INSTALLATIONS, AND PROFESSIONAL SERVICES

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