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Bad Dog Pictures Rental Terms & Conditions
Please Read and Sign Below.
The following agreement is made by and between Bad Dog Pictures, Inc. (“BDP”) and BDP Customer ("Customer"). Customer wishes to rent certain Property from BDP subject to the terms and conditions hereof. BDP and Customer have agreed to the terms set forth herein.
1. Description of Property:
The property ("Property") subject to this agreement shall be the specific items of Property listed on the attached list of Property (“Equipment List”). The Equipment List has been prepared by BDP and approved by Customer. Such Equipment List shall be deemed a part of this agreement, as if fully incorporated herein. Such Equipment List shall list all Property subject to the terms of this Rental Agreement.
2. Term of Rental:
The term of rental for each piece of Property shall be as stated on the Equipment List. Property can be picked up between 3:30 and 5 p.m. the day before the rental days and must be returned to BDP by the day after the rental days by 10:30 a.m. The Equipment List will show pickup time and return times.
BDP encourages all Customers to thoroughly inspect Property before leaving BDP. If any Property is not working or damaged when acquired, the Customer will notify BDP immediately. Customer cannot wait until the Property has left the office or at the end of a rental day to notify BDP of prior damages, that the Property was not working or that the Property was not used. BDP inspects all Property before Property leaves the facility.
Customer must inform BDP where the Property will be used. If Property is to be taken out of the country, Customer will inform BDP. All Property is to be registered with U.S. Customers prior to departure. All Property must be insured, bonded and customs fees paid by the Customer.
3. Rates and Charges:
The rent payable for any item of Property shall be stated on the Equipment List. Customers without approved credit will present a credit card to secure all rentals. Prepayment is required on all new accounts.
Credit is extended to Customer upon completion of a credit application approved by BDP and receipt by BDP of favorable references to the satisfaction of BDP, in its sole discretion. Five (5) business days will be required to process a credit application.
Rent is payable upon presentation of a BDP invoice to Customer. If any amount due is not paid within thirty (30) calendar days of the date of the invoice, unpaid rent shall accrue interest at the rate of one and one half percent (1 1/2%) per month from the date rental charges were first incurred until rental and interest charges are paid in full. All rates are FOB BDP and Customer is responsible for all shipping and delivery charges and all risk of loss. BDP may assess an additional charge in accordance with its then current rate schedule for pickup and delivery, in addition to surcharges for pickup services during non-business hours. Rental orders cancelled by Customer will be subject to the following cancellation charges: Customer cancellation within twenty-four (24) hours of scheduled rental will incur the full rental charge. Customers who have a firm booking due to a challenge for the Property by another customer will incur the full rental charge.
Should Customer need any technical assistance or training involving the use of the Property, such technical assistance or training will be supplied by BDP at an additional charge based upon the hourly rates then charged by BDP.
4. Limited Warranty:
BDP warrants that, when delivered to Customer, all Property will be operational. The Property shall be deemed delivered to Customer when picked up by Customer or delivered to a shipper, chosen by Customer, at BDP's place of business, or in the case of delivery by BDP, when the Property is delivered as instructed by Customer. In case any Property is not operational when delivered, BDP shall repair or replace said Property upon notice by Customer. Customer must notify BDP within one (1) hour of delivery that a piece of Property is not operational. BDP shall have no responsibility for repair or replacement of any Property or refund of any rental if Customer submits no report within the time specified. BDP shall have no liability, and the limited warranty provided herein shall be void, for any damage or lack of operation due to or resulting from the actions of Customer or incidents occurring to the Property while the Property is in Customer’s possession.
There is no expressed or implied warranty provided for fitness for a particular purpose or merchantability with regard to the Property.
5. Limitation of Liability:
BDP shall have no liability arising out of Customer’s operation of, or inability to operate, the Property. BDP expressly disclaims any warranty implied or otherwise not expressed herein. BDP disclaims any implied warranty for MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. All Property was chosen by Customer. BDP shall not be liable for any incidental, consequential, direct or
indirect damages related to the Property.
BDP’s sole liability shall be to repair or replace any Property rented hereunder, or if the Property cannot be repaired or replaced, then to refund any rental amount paid by Customer for such Property that cannot be repaired or replaced, for the period of time subsequent to BDP’s receipt of Customer’s notice of Customer’s inability to operate the Property.
6. Damages:
Customer acknowledges that when the Property is delivered to Customer, Customer will have examined the Property and found it to be in good working order unless otherwise reported to BDP. During the period of time between delivery of the Property to Customer and BDP’s acknowledged receipt of Customer’s return of the Property to BDP, Customer shall have full responsibility and liability to BDP for all cost to repair or replace any Property which has been lost, stolen, or damaged from ANY CAUSES whatsoever, whether intentional or not intentional. Replacement costs will be determined by like and kind retail value. Customer shall bear all risk of loss during shipment from or to BDP's place of business except when delivered by BDP. Customer shall also be liable to BDP for loss of BDP’s Property rental income during the time required to repair or replace damaged Property to the extent Customer is responsible under this agreement for such damage or loss. Customer shall be liable to BDP for the replacement cost of any Property which Customer fails to return to BDP. Damages for which Customer is liable hereunder may be discovered by BDP subsequent to Customer’s return of the Property. Acceptance by BDP of the return of any Property shall not be deemed a waiver of any claims that BDP may have against Customer under this Agreement.
7. Insurance:
Customer shall provide to BDP a certificate of insurance acceptable to BDP, which insurance will cover any loss or destruction to the Property. BDP shall be named as loss payee and additional insured under such insurance, in a form and amount satisfactory to BDP. Notwithstanding the existence of any insurance provided by Customer, Customers is responsible for any loss or damage to the Property, as set forth in this Agreement. BDP may waive the need for a certificate of insurance for total rentals valued under $5000 at it’s discretion. Waiving the need for insurance does not release the Customer’s financial responsibility for replacement or repair of Property.
8. Security:
Client is responsible for all Property, which is picked up or stored by BDP for Customer’s ultimate use. BDP shall be acting as the Customer’s agent in storing any such property, which belongs to third parties. All risk of physical loss to property, which is transported or stored by BDP Customer’s benefit shall remain the Customer’s responsibility. The Property leased hereunder shall be used only by duly qualified employees and/or agents of the Client and in strict accordance with the laws of its location and with the use contemplated in this agreement. The Client shall keep the Property leased hereby in the Customer’s sole care, custody and control and shall not permit the leased Property to be used in violation of any federal, state or municipal statutes, rules or regulations, and indemnifies and holds BDP harmless of any and all fines, forfeitures, penalties and for the violation of
any statute, law, ordinance, rule or regulation of any dully constituted public authority. The Property shall not be sublet or assigned without the prior written consent of BDP
9. Incident Reports:
If any of the Property is damaged, lost, stolen, or destroyed, or if in connection with any Property any person is injured or dies, or if in connection with any Property any other property is damaged, Customer agrees to promptly notify BDP of the incident, and will file all necessary incident reports, including those required by law and those required by applicable insurers. Customer, including its employees and agents will cooperate fully with BDP and all insurers providing insurance under this agreement in the investigation and defense of any claims. If any documents are served or delivered to Customer, its employees, or its agents in connection with any claim or lawsuit filed or threatened against Customer or any party named in this Agreement, Customer shall promptly deliver such documents to BDP.
10. Use of Property:
Customer shall use the Property only pursuant to normal operations of each piece of Property.
Customer shall at all times retain the Property in its own custody Property
Customer shall operate the Property in accordance with the manufacturer's instructions and contemplated use and shall not use the Property in any manner which will subject it to abnormal or hazardous conditions. Customer shall not make any alterations, improvements, service, or repair to the Property without the prior written consent by BDP. Any attempt by Customer to alter, improve, service, or repair
the Property will render Customer liable for any damage to the Property. Customer shall not deface, remove or cover any nameplate on the Property indicating BDP's ownership. All Property shall be operated in accordance with applicable Federal, State and local Law.
11. Cleaning:
Customer agrees to clean the Property and return it to the original condition in which it was delivered to Customer at the beginning of rental term. Such cleaning includes removal of all tape, dirt and residue. Extra cleaning charges may be imposed if Customer returns the Property soiled with dirt or residue. A cleaning standard fee of $150.00 (not waived) will be charged to Customer to help return the Property to its original condition if deemed necessary by BDP.
12. Digital Media:
Customer agrees to return all rented Media (as defined below) to BDP with all Recorded Content (as defined below) securely and permanently erased. “Media” means any and all methods, processes or devices, whether now known or hereafter devised, by or onto which pictures, images, data and visual and/or aural representations are recorded or otherwise preserved for projection, reproduction, retention, storage, exhibition, display or transmission, including, without limitation, C-Fast/XQD/Mini Mag/CF Express/Codex/CF/SD/
Cards, Flash memory, Hard Drives, Solid State Drives, USB Drives and all present and future technological developments, whether produced by means of photographic, electrical, electronic, digital, laser, mechanical or other processes or devices now known or hereinafter devised. “Recorded Content” means any and all pictures, images, data and visual and/or aural representations that are recorded or otherwise preserved for projection, reproduction, retention, storage, exhibition, display or transmission, including, without limitation, time code and databases.
Furthermore, BDP is authorized by Customer, but not obligated, to erase Media at any time upon its return to BDP so that all Recorded Content is stripped and removed. Customer acknowledges that BDP shall have no legal obligation to erase (securely or otherwise) Customer’s Recorded Content on any Media nor shall BDP be obligated or expected to retain said Recorded Content for any period of time under this Agreement. It is Customer’s sole responsibility and obligation to contract separately for the safeguarding and storage of expected Recorded Content. BDP is not responsible for the loss of Recorded Content from any cause whatsoever, including, but not limited to, technical malfunction, physical damage, or errors or omissions on the part of BDP employees, agents, representatives, contractors or subcontractors, nor any consequential loss or damage of any kind whatsoever. Customer indemnifies BDP and holds BDP harmless for damages from any loss or misuse of Recorded Content on Media that Customer returns to BDP, such loss including, but not limited to, any reputational harm, infringement of intellectual property rights, or economic loss. BDP MAKES NO GUARANTY, REPRESENTATION, WARRANTY, EXPRESS OR IMPLIED, AND THERE SPECIFICALLY IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO BOTH THE MEDIA AND RECORDING PROPERTY. Customer agrees to be solely responsible for the selection of their Property and Media, including the reliability, durability and/or suitability of such Media and Property for the purpose of recording or storing Recorded Content of any type. Data recovery is not a service offered under this Agreement, and if needed must be contracted separately with a data recovery vendor. In the event Customer wants to attempt recovery of Recorded Content from Media that has previously been rented to Customer, upon Customer’s request BDP will return such Media to Customer, subject to a rental charge, provided such Media is available. Customer agrees that the Media, returned to Customer for data recovery, shall be considered to be rented until the Media is returned to BDP. The rental charge for the Media shall not be higher than the published rental rate of BDP and shall be owed to BDP regardless of whether Customer is able to recover their data. Any special handling instructions, practices, compliance, security protocols, protections or safeguards not provided for herein must be defined in writing by Customer and agreed to by BDP prior to the return of Media for any reason other than exchange for other Media or final return of Media to BDP at the conclusion of the rental period.
13. Indemnification:
Customer hereby indemnifies and holds harmless BDP from any and all losses or claims, including attorney’s fees, arising out of possession, use and operation of the Property during the time between delivery of the Property to Customer and its return to BDP, including but not limited to, property or personal injury, death or other cause, or fines and penalties. BDP shall have the right to tender the defense of any such claims to Customer or to
elect to defend such claims with counsel of BDP's choice, should BDP decide to use counsel of its choice then Customer shall pay BDP’s attorney directly. Customer agrees to cooperate at its expense with BDP in the defense of such claims.
14. Title Matters:
Title to the Property shall remain at all times in BDP. The agreement constitutes a lease of the Property and not a sale of the Property or the creation of a security interest for the benefit of Customer in the Property. No part of the rental payments made under this agreement shall be deemed payment towards the purchase of any of the property. Customer hereby acknowledges BDP's ownership and title in the Property and agrees to keep the Property free of all liens, levies and encumbrances. Customer shall not allow any lien or encumbrance to be placed on the property or Customer’s leasehold interest created hereunder.
15. Assignment:
Customer shall not assign any rights under this Agreement or sublease the Property to any other person or entity. BDP shall have the right to assign its rights and obligations under this agreement without the consent of Customer. In the event of any such assignment Customer waives the right to assert any claim by Customer against BDP as a defense against any such assignee.
16. Breach and Remedies:
Upon breach by Customer of any of the terms or conditions hereof, or upon demand by BDP, BDP may terminate this Agreement and demand immediate return of all, or some of the Property. Upon the occurrence of any of the following this Agreement shall be immediately terminated and Customer shall be obligated to immediately return the Property: Breach by Customer of any provision of this Agreement, the filing of a Petition in Bankruptcy by or against Customer, the appointment of a receiver or similar proceeding against Customer, the imposition of any lien or encumbrance upon the Property or the existence of any circumstance in which BDP believes its title to the Property may be in jeopardy. BDP or its agents shall have the right, upon termination of this Agreement, to enter upon Customer premises or any other premises where the Property may be located and take possession of and remove the Property. Such possession and removal shall be without liability on the part of BDP and without prejudice to any of BDP’s rights to pursue any other remedies, including, but not limited to recovery of rent due for the remaining rental term set forth in the Rental contract, damages due to breach of the Agreement, indemnity, recovery of attorney fees or recovery of any other damages. BDP shall have the right and Customer shall take all actions necessary to permit BDP to enter into or on any location where the Property is being held or is in use for the purpose of inspecting the Property or exercising its rights under this Agreement. Customer shall reimburse to BDP all expenses, including court costs and reasonable attorney fees, that BDP incurs to recover possession of the Property. . Customer shall be deemed to be in breach of this agreement if Customer fails to comply with any term or condition of this Agreement; if Customer fails to pay any amount due to BDP when due under this agreement or any other agreement between BDP and Customer, if there has been a termination of any insurance required to be provided by Customer under this agreement if there has been assignment by Customer of this agreement by operation of law otherwise or if a petition of Bankruptcy has been filed by or against Customer; or if a petition in Bankruptcy has been filed by or against Customer or a receiver appointed or similar proceeding brought against Customer. Failure of BDP to enforce any remedy or make any election in a timely manner shall not be deemed a waiver of nay of its rights or remedies hereunder. In the event of any dispute arising hereunder BDP may elect either to file suit or to submit the matter to binding arbitration, by written notice to the American Arbitration Association given at any time prior the appearance by BDP in any court of law with respect to such dispute, to submit such dispute to binding arbitration to be held in St. Louis, MO in accordance with the rules of the American Arbitration Association and with all rights of discovery provided by Missouri Law. Subject to the foregoing any action to enforce the provisions of this agreement can only be brought in a court competent jurisdiction located in St. Louis County, Missouri. In addition to all other damages, if the event Customer breaches the terms hereof, Customer shall reimburse to BDP all attorney fees expended by BDP in enforcing its rights hereunder.
17. Miscellaneous:
This agreement shall be governed by the internal laws of Missouri without regard to its conflict of law principles.
This agreement and any Equipment List issued by BDP from time to time shall constitute the entire agreement of BDP and Customer with respect to the rental of the of the Property. This agreement may
not be modified without writing signed by both Customer and an authorized representative of BDP.
The signature of any person sent by Customer to pick up the Property from BDP's premises or the signature of any person receiving the Property when shipped to Customer by BDP shall be binding upon Customer and shall constitute acceptance of the delivery of the Property to Customer for purposes of this agreement.
All obligation of Customer hereunder shall survive expiration of the rental term set forth on any Equipment List or this agreement.
Any notice requires or permitted to be sent under this Agreement shall be deemed sent when delivered to the business office or the addressee by messenger or express mail delivery or three business days after deposit in the U.S. mail with first class postage prepaid to the address set forth on the most recent rental contract.
Notwithstanding any prohibition on assignment, this Agreement shall be binding upon Customer and assigned of the parties. The person signing this agreement on behalf of Customer warrants that such individual has been duly authorized to execute this agreement and to bind Customer to its terms. In the event any provision of this Agreement is held to be unenforceable, such provision shall be severed from this Agreement and the remainder shall be deemed fully enforceable.
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