1. Engagement. Client hereby engages AMS Events, and AMS Events hereby agrees to perform the services (the “Services”) and provide the equipment (the “Equipment”) pursuant to the quote and confirmation (the “Quote”, along with these terms and conditions, the “Agreement”) on a non-exclusive basis during the term (the “Term”) identified on the Quote. Changes or additions to the Services or Equipment will constitute a change of scope, and may require additional costs in excess of the Fees identified on the Quote. AMS Events will notify the Client in writing of any change of scope that will incur additional costs in excess of the Fees. Additional costs related to a change of scope shall be approved and agreed to in writing by both parties in advance.

2. Prices Subject to Change. All prices shown on the website or in general marketing materials are subject to change without notice. All pricing excludes sales tax, freight, and shipping/handling unless otherwise expressly stated. Notwithstanding the foregoing, once a Quote has been issued by AMS Events and accepted by Client (whether by signature, deposit payment, or written confirmation), the prices set forth in that Quote shall be fixed for the engagement described therein and shall not be subject to change, except as mutually agreed in writing by both parties.

3. Deposit. To the extent that AMS Events requires a deposit for a particular rental or service, Client is responsible for paying the deposit amount required by AMS Events. The Agreement is voidable by AMS Events so long as AMS Events has not received Client’s deposit. Unless provided otherwise by AMS Events in writing or as otherwise shown on the website, a 50% deposit is due at checkout and the remaining 50% is due prior to Client picking up the Equipment, or if AMS Events is to deliver the Equipment, prior to AMS Events’s delivery of the Equipment. Deposits are non-refundable in the event of Client cancellation, as the parties agree that the deposit amount represents a reasonable estimate of AMS Events’s anticipated damages from Client cancellation, including scheduling costs, administrative expenses, and turned-away business opportunities. Notwithstanding the foregoing, if AMS Events cancels or fails to perform the Services for any reason other than Client’s default or a Force Majeure Event (as defined in Section 38), AMS Events shall refund the deposit to Client in full within fourteen (14) days.

4. Fees, Billing and Payments. Client shall pay the service fees, rental rates, labor rates, costs and expenses (“Fees”) as set forth in the Quote. Client’s obligation to pay all Fees and other amounts under this Agreement is absolute and unconditional and is not subject to any abatement, counterclaim, defense, deferment, interruption, recoupment, reduction, or setoff for any reason whatsoever. All payments must be in U.S. Dollars. Any amounts owed to AMS Events but not paid for at checkout (such as for damaged or lost Equipment) will be separately billed and Client shall pay all such amounts within fourteen (14) days of its receipt of such invoice(s) from AMS Events. In the event that any invoice issued by AMS Events remains unpaid by Client for thirty (30) days following the date of receipt of the invoice, a one-time late fee equivalent to ten percent (10%) of the total amount of the invoice will be assessed and become due. This late fee constitutes liquidated damages representing a reasonable estimate of AMS Events’s administrative costs associated with late payment and is not a penalty. If payment remains outstanding beyond thirty (30) days after the late fee is assessed, AMS Events reserves the right to charge interest at the rate of 1.5% per month (or, if lower, the maximum rate permitted under Texas Finance Code Chapter 303) on the outstanding balance, excluding the late fee amount. The late fee and interest shall not be assessed simultaneously on the same principal balance. It is understood and agreed that Client will pay all reasonable costs and expenses, including attorneys’ fees and costs incurred by AMS Events in connection with any collection action for payment of the amounts due herein.

5. Use of Credit Card. To the extent that Client has provided AMS Events with a credit card to be held on file, Client hereby authorizes AMS Events to charge such credit card for the following undisputed amounts: (a) the remaining balance of Fees due under the Quote; and (b) undisputed invoice amounts not paid within the fourteen (14) day period referenced in the preceding Section. For any disputed amounts, including but not limited to damage assessments under Section 19, AMS Events shall provide Client with written notice of the charge and a ten (10) business day dispute window before processing the charge. If Client disputes an amount in writing within the dispute window, AMS Events shall not charge the credit card for the disputed portion until the dispute is resolved in accordance with Section 40. All credit card charges will be processed in accordance with applicable card network rules and regulations.

6. Labor Rates. Hourly labor rates, minimum calls, overtime labor rates, daily labor rates and per diems apply and are based upon prevailing rates and practices as shown on the Fees & Rates page. To the extent that labor fees exceed those that were initially contemplated and billed for, such excess labor fees will be billed after the conclusion of the rental/event. In no event shall post-event labor charges exceed twenty percent (20%) of the originally quoted labor fees without prior written approval from Client. If AMS Events anticipates that labor overages will exceed this threshold during the event, AMS Events shall use commercially reasonable efforts to notify Client and obtain approval before incurring such excess charges.

7. Equipment Rates. Unless otherwise noted, all rates are based upon per-room, per-day calculations with the minimum rental period being one calendar day. A day rental period consists of all or any portion of each 24-hour period starting at 12:00am and continuing through 11:59pm. Client agrees to pay the rental fees for the stipulated period. Any Equipment that is used and/or retained by Client for a longer period shall be subject to AMS Events’s prevailing rates for the rental of such item until the Equipment is returned.

8. Client Responsibilities. Client agrees to provide AMS Events with any and all materials or information AMS Events reasonably requests in connection with the Services, including, without limitation, any and all pertinent production specifications, audio and video requirements, crew requirements, access to the venue and any other information required to perform the Services.

9. Production Services. At times, clients may request that AMS Events handle a broad range of services relating to the audio, video, and lighting equipment at an event, including, for example, designing the audiovisual elements and providing related production services. Such services may entail coordinating with the venue and affiliated parties, providing the Equipment, providing Equipment trucking/transportation, providing labor, show calling, technical direction, as well as providing a recording of the event following the event (collectively, “Production Services”). Unless Production Services are expressly contracted for between AMS Events and Client, such services are excluded under this Agreement. AMS Events will not be responsible or liable (and no refunds will be issued to Client) if AMS Events or its personnel are unable to provide the contemplated Production Services due to conditions caused by the venue, third parties, or circumstances beyond AMS Events’s reasonable control, including but not limited to: unsafe staging areas, power supply failures at the venue, obstructed projection surfaces, or venue-imposed restrictions. For the avoidance of doubt, the foregoing limitation does not apply to AMS Events’s failure to deliver Production Services caused by AMS Events’s own lack of preparation, failure to provide contracted personnel, or failure to deliver contracted Equipment. In such cases, Client shall be entitled to a proportional credit or refund for the Production Services that were contracted for but not delivered through no fault of Client, which credit shall be calculated on a pro-rata basis relative to the total Production Services fees. Client understands and agrees that AMS Events makes no representations or warranties regarding the aesthetic or creative outcome of the Production Services, it being agreed that AMS Events’s obligation is to provide the contracted labor, Equipment, and services using commercially reasonable efforts.

10. Scope of Services and Deliverables. (a) The specific Services, Equipment, Production Services, and deliverables to be provided by AMS Events for each engagement shall be as set forth in the Quote. The Quote shall serve as the definitive description of AMS Events’s obligations for the engagement, including, as applicable: the Equipment to be provided, labor and personnel, load-in and load-out schedules, show schedules, technical direction, show calling, audio/video/lighting design, content creation or playback, recording or streaming services, and any other deliverables. Any services or deliverables not expressly listed in the Quote are excluded from AMS Events’s scope of work. (b) Client acknowledges that AMS Events’s ability to perform the Services is contingent upon Client’s timely fulfillment of its obligations under Section 8, including but not limited to providing venue access, power, rigging points, and any required production schedules or creative direction. Delays or changes caused by Client, the venue, or third parties may result in additional charges, reduced scope, or modified deliverables, and AMS Events shall not be liable for any resulting impact on the event. (c) To the extent that Client requests changes to the scope of Services after the Quote has been accepted, such changes shall be handled in accordance with the change of scope provisions in Section 1 and must be agreed to in writing by both parties. AMS Events shall use commercially reasonable efforts to accommodate scope changes but is not obligated to do so, particularly where changes are requested within fourteen (14) days of the event.

11. Intellectual Property. (a) Ownership of Pre-Existing Materials. Each party shall retain all right, title, and interest in and to its pre-existing intellectual property. AMS Events retains ownership of all proprietary techniques, workflows, templates, software configurations, equipment presets, and other materials developed or owned by AMS Events prior to or independent of this Agreement (collectively, “AMS Events Pre-Existing IP”). (b) Work Product. Unless otherwise agreed in writing, all custom lighting designs, show files, audio mixes, video edits, stage plots, technical drawings, and other creative or technical work product created by AMS Events or its Subcontractors specifically for Client’s event (collectively, “Work Product”) shall be owned by AMS Events. Upon full payment of all Fees, AMS Events grants Client a non-exclusive, non-transferable, royalty-free license to use the Work Product solely for Client’s internal purposes and for the specific event(s) described in the Quote. Client shall not resell, sublicense, distribute, or make available the Work Product to any third party without AMS Events’s prior written consent. (c) Recordings. If the Quote includes recording, live streaming, or content capture services, all raw footage, multi-track recordings, and unedited media shall be owned by AMS Events. AMS Events shall deliver to Client the final edited recordings or deliverables as described in the Quote. Client shall own the final delivered recordings for Client’s unrestricted use. AMS Events shall not use, publish, or distribute Client’s event recordings without Client’s prior written consent. (d) Portfolio and Marketing Use. AMS Events reserves the right to use non-confidential photographs, video clips, and descriptions of the Services provided (excluding Client’s proprietary content and recordings) for AMS Events’s portfolio, website, social media, and marketing materials, unless Client provides written notice opting out of such use prior to the event. (e) Client-Provided Content. Client represents and warrants that any content, music, media, logos, trademarks, or other materials provided by Client to AMS Events for use during the event do not infringe upon the intellectual property rights of any third party. Client shall indemnify AMS Events against any claims arising from AMS Events’s use of Client-provided content in accordance with this Agreement.

12. Subcontractors. (a) Right to Subcontract. AMS Events reserves the right to engage independent contractors, freelance technicians, operators, engineers, and other third-party service providers (collectively, “Subcontractors”) to perform any portion of the Services or Production Services under this Agreement. AMS Events shall select Subcontractors in its sole discretion and shall not be required to obtain Client’s prior approval for the engagement of Subcontractors, provided that AMS Events remains responsible for the quality and timeliness of the Services. (b) Relationship. All Subcontractors engaged by AMS Events are independent contractors of AMS Events and are not employees, agents, or representatives of Client. Client shall have no authority to direct, supervise, or control any Subcontractor, and Client shall not attempt to engage, hire, solicit, or contract directly with any Subcontractor introduced by AMS Events for a period of twelve (12) months following the conclusion of the event without AMS Events’s prior written consent. If Client breaches this non-solicitation provision, Client shall pay AMS Events a fee equal to twenty-five percent (25%) of the Subcontractor’s annualized compensation as liquidated damages. (c) AMS Events’s Responsibility. AMS Events shall be solely responsible for the compensation, benefits (if any), tax withholdings, and insurance of its Subcontractors. AMS Events shall ensure that all Subcontractors are adequately qualified and, where applicable, carry their own professional liability or general liability insurance. AMS Events shall remain fully responsible to Client for the performance of any Services delegated to Subcontractors and the acts or omissions of Subcontractors shall be treated as the acts or omissions of AMS Events for purposes of this Agreement. (d) Confidentiality. AMS Events shall ensure that all Subcontractors are bound by confidentiality obligations no less protective than those set forth in Section 39 of this Agreement with respect to Client’s confidential information. (e) Safety and Compliance. All Subcontractors shall comply with applicable laws, venue rules, safety regulations, and OSHA requirements while performing Services on behalf of AMS Events. AMS Events shall be responsible for ensuring Subcontractor compliance with this provision.

13. Equipment Location and Use. Client shall cause the Equipment to be stored, shipped, maintained and operated properly by competent, trained employees using the reasonable degree of care customary in the industry and as required by applicable law. Client shall pay all expenses of maintaining the Equipment in good repair during the Term.

14. Client Equipment Inspection. Upon taking possession of the Equipment, Client is obligated to perform a thorough inspection of all items to verify that they have been properly received, either through pick-up or delivery, as applicable. This inspection must include a check for any existing damages, scratches, or any condition that deviates from the standard quality as represented by AMS Events, both on the Equipment itself and on its accompanying cases. Client must notify AMS Events immediately, but no later than twenty-four (24) hours after taking possession, of any discrepancies, damage, or issues observed, including but not limited to missing items, damaged items, dirtiness, or scratches on both the Equipment and its cases. Failure to provide such notification within the specified timeframe will create a rebuttable presumption that the Equipment and associated cases were received in good working order and condition, free from any damage or missing components. Client may overcome this presumption by providing clear and convincing evidence (such as photographs with verifiable timestamps) that the damage existed prior to delivery. For orders exceeding $10,000 in total Equipment value, AMS Events and Client shall conduct a joint walk-through and sign an equipment condition report at the time of delivery.

15. Equipment Handling. (a) Client hereby represents and warrants that only personnel who are adequately trained, experienced, and knowledgeable in the proper operation and use of the Equipment provided under the Agreement will handle, operate, and use the Equipment. Client agrees to ensure that the Equipment is used strictly in accordance with the manufacturer’s guidelines and specifications. Client acknowledges that improper use, handling, or operation of the Equipment may result in damage or degradation of the Equipment, and agrees to be fully responsible for any damage or loss caused by such improper use. Client further agrees to implement all necessary measures and precautions to protect the Equipment from misuse, abuse, theft, or any form of damage during the rental period. (b) To the extent that Client engages AMS Events to provide equipment technicians or Subcontractors to operate the Equipment at the event, then all Equipment must be handled by AMS Events personnel or its authorized Subcontractors.

16. Inspection upon Return of Equipment. It is Client’s responsibility to ensure the Equipment is returned in the same condition as it was received. Upon the return of the Equipment, AMS Events will conduct its own inspection to ensure that all items have been returned and to assess the condition of the returned items. Client will be held responsible for any damage, scratches, or missing Equipment (including missing or damaged cases) identified during this inspection that were not previously reported by Client pursuant to Client’s inspection obligations (see Section 14). Following the inspection, AMS Events will prepare and provide Client with a detailed report outlining any discrepancies, including but not limited to missing items, damage, or scratches found on the Equipment, or any missing or damaged cases (the “Inspection Report”).

17. Ownership. Client acknowledges that AMS Events owns all rights, and interest in, and to the Equipment and shall keep the Equipment free of all liens, levies and encumbrances and further acknowledges that Client shall be responsible for all taxes, transportation charges, duties, broker fees, bonds, fines, forfeitures, penalties and all other costs imposed upon the leasing or the use of the Equipment. Client will not assign, transfer or sublet the Equipment or any rights under this lease, and Client will not pledge, mortgage or encumber in any way the Equipment or Client’s rights hereunder, and any such assignment, transfer, sublease, pledge, mortgage or encumbrance shall be null and void.

18. Replacement; Impairment. If during the Term any part of any Equipment is lost, stolen, damaged beyond repair, or otherwise permanently rendered unfit for use, Client, at its sole expense, shall promptly replace or cause to be replaced such part with one or more replacement parts. Client shall cause such Equipment after the replacement to be in as good an operating condition as, and have a value, remaining useful life, and utility at least equal to the value, remaining useful life, and utility of the Equipment before the replacement (assuming such Equipment to have been in the condition required by the terms of this Agreement). If Client incorporates or installs any part in or attaches any part to the Equipment, then immediately on any part becoming incorporated or installed in or attached to the Equipment, without further act or any cost to AMS Events: (i) such part is deemed part of the Equipment to the same extent as though originally incorporated or installed in or attached to the Equipment; (ii) title to such part vests in AMS Events; (iii) such part becomes subject to this Agreement; and (iv) Client shall cause all parts to be free and clear of all liens. If AMS Events determines in its sole discretion that a loss has materially impaired the Equipment (the “Loss”), Client shall pay, on AMS Events’s demand, the following amounts: all Fees and other amounts then due under this Agreement, plus the replacement cost of the Equipment.

19. Liability for Damage. (a) Client shall be responsible for all Equipment that is damaged, lost or stolen (whether by use, misuse, accident or neglect), unless caused by AMS Events’s negligence or the negligence of its Subcontractors, and then only to the extent of such negligence. Client agrees to pay AMS Events upon demand for all amounts incurred by AMS Events on account of lost, damaged and stolen Equipment, as outlined in the Inspection Report. Unless provided otherwise in this Agreement, the amount charged to Client will be based upon repair costs for reparable Equipment or full replacement cost for lost or irreparable Equipment, and Client shall be responsible for rental fees while Equipment is being repaired and/or replaced, as the case may be. In no event shall total damage charges for any single item (including repair costs, bench fees, labor, and lost rental revenue) exceed the full replacement cost of that item. (b) Charges for Minor Damages to Returned Items: In the event that any items are returned to AMS Events with minor damages, such as (by way of example) scratches, areas of removed paint, or if the Equipment is returned in an excessively dirty or wet condition, a standard bench fee of $35 per item will be applied. This fee covers the necessary cleaning, painting, and minor repair work required to restore the item to its original condition. (c) Charges for Significant Damages Requiring Extensive Repairs: For damages that are beyond minor and superficial, such as those requiring extensive repair work, AMS Events will charge a flat bench fee of $80 per item. Additionally, Client will be responsible for paying $65 per hour for the labor involved in the repair process. The total repair time will be determined by AMS Events based on the extent of the damage and the necessary work to repair the item. Furthermore, during the period when the damaged item is being repaired and is therefore out of commission, Client will also be charged the daily rental rate for that specific item. AMS Events will provide an itemized statement of these charges, including the detailed breakdown of labor and the duration for which the Equipment was out of commission, as well as photographs of the damage and a written explanation of the classification rationale. (d) Damage Classification and Dispute Process: AMS Events, in its reasonable discretion, will determine whether the damage to the returned items is classified as “minor” or “significant” based on the nature, extent, and impact of the damage on the Equipment’s functionality and appearance. Client shall have ten (10) business days from receipt of the Inspection Report to dispute the damage classification or charges in writing. If Client disputes in writing within such period, the parties shall follow the Dispute Resolution procedures set forth in Section 40. If Client does not dispute within such period, the determination shall be deemed accepted. (e) Missing Items Not Included in the Rented Items: The parties recognize that there may be peripheral items or case accessories that are found to be missing. These items may not have standard daily rates because they are not independently rented (such as equipment cases, for example). To the extent that any such items are missing, AMS Events will notify Client of the missing items and Client shall be assessed a daily rate equal to 1/25th of the replacement cost of the items for each day that such item is missing.

20. Equipment Failure. AMS Events maintains and services its Equipment in accordance with industry practice. AMS Events 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 or does not operate properly during the event for any reason whatsoever, Client agrees to immediately notify AMS Events’s representative. In response to such notification, AMS Events commits to replacing the malfunctioning Equipment within 24 working hours. The replacement Equipment provided may not be identical to the original item but will be a suitable swap, meaning a piece of Equipment that performs substantially the same function. In addition to this replacement, Client will be credited for the rental rates associated with the malfunctioning piece of Equipment during the period it was inoperable. This commitment to replace Equipment and provide a rental credit, however, does not alter or diminish AMS Events’s limitation of liability as stated herein. Given the inherent unpredictability of Equipment reliability, AMS Events strongly encourages and recommends that Client rent backup critical Equipment. This measure is advised to ensure continuity and minimize potential disruptions, as AMS Events cannot guarantee the availability of immediate identical replacements or repairs on-site. Client agrees and acknowledges that AMS Events 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, lack of backup Equipment, or otherwise, subject to Section 25 of this Agreement.

21. Risk of Loss. During the Term and for so long as Client remains in control of the Equipment, Client shall bear all risk of loss, damage, destruction, theft, taking, confiscation, or requisition, partial or complete, of or to such Equipment or its use, however caused or occasioned. Client shall notify AMS Events in writing within twenty-four (24) hours of learning of any such loss.

22. Property Insurance. During the Term, Client, at its sole expense, shall provide and maintain for such Equipment insurance against loss, theft, and damage (“Property Insurance”) in: (a) an insured amount at least the greater of the full replacement value of such Equipment; and (b) a form, and with companies, satisfactory to AMS Events, including, without limitation, a breach of warranty clause, the waiver of any subrogation rights against AMS Events, and the insurer’s agreement to give AMS Events fifteen (15) days’ prior written notice before cancellation or material change of the Property Insurance. Client shall name AMS Events (or shall cause AMS Events to be named) as loss payee for the Property Insurance. Client shall provide AMS Events with insurance certificates accurately evidencing that the Property Insurance required under this Section. Damage Waiver Option: For rentals with a total Equipment value of $25,000 or less, Client may, in lieu of providing Property Insurance, elect to purchase AMS Events’s optional Damage Waiver for an additional fee as quoted by AMS Events. The Damage Waiver covers accidental damage to Equipment during normal use but does not cover loss, theft, negligence, misuse, or intentional damage. Clients electing the Damage Waiver must indicate their election on the Quote. If Client fails to provide proof of adequate Property Insurance and has not elected the Damage Waiver, AMS Events reserves the right to withhold delivery or release of Equipment until such proof is provided.

23. Liability Insurance. During the Term of this Agreement, Client, at its sole expense, shall provide and maintain commercial general liability insurance (“Liability Insurance”), in: (a) an amount no less than $1,000,000 (or, for rentals with a total Equipment value under $10,000, no less than $500,000) and such other commercial general liability coverages as are ordinarily procured by prudent Persons who operate similar equipment in similar businesses; and (b) a form, and with companies satisfactory to AMS Events, including without limitation, the policy shall be primary and non-contributory with insurance carried by AMS Events and the insurer shall agree to give AMS Events fifteen (15) days’ prior written notice before cancellation or material change of the Liability Insurance. AMS Events shall be named as an additional insured without imposing on AMS Events any expense in connection with the Liability Insurance. Client shall provide AMS Events with insurance certificates accurately evidencing that the Liability Insurance required under this Section.

24. Warranty. AMS EVENTS MAKES NO WARRANTY WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET, OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. Notwithstanding the foregoing, nothing in this Section shall be construed to limit or exclude AMS Events’s liability for death or personal injury caused by AMS Events’s negligence or the negligence of its employees, agents, Subcontractors, or representatives while acting within the scope of their engagement.

25. Limitation of Liability. (a) Client agrees and acknowledges that AMS Events assumes no responsibility or liability for any loss, cost, damage, or injury to persons or property, or any other form of direct or indirect consequence, in connection with any event, that may arise from or relate to Equipment malfunctions, defects, or issues. This includes, but is not limited to, results such as delays, cancellations, or disruptions of the event, as well as any losses incurred by vendors, participants, or any third parties due to these Equipment-related issues. AMS Events’s liability is expressly limited to the provision of Equipment as per the terms of this Agreement and does not extend to any secondary effects or ancillary impacts on the event or related activities, regardless of the cause of such effects. (b) Under no circumstances shall AMS Events be liable to Client or any third party for any indirect, incidental, consequential, special, or exemplary damages (including but not limited to loss of profits, loss of business, loss of opportunity, or punitive damages), even if AMS Events has been advised of the possibility of such damages. This limitation applies to all causes of action or claims in the aggregate, including, without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. (c) IN NO EVENT SHALL AMS EVENTS’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CLIENT UNDER THIS AGREEMENT. (d) Notwithstanding anything in this Section to the contrary, nothing herein shall limit or exclude AMS Events’s liability for: (i) death or personal injury caused by AMS Events’s negligence or the negligence of its employees, agents, or Subcontractors; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be limited or excluded under applicable Texas law.

26. Cancellation. Client may cancel this Agreement by providing written notice to AMS Events. Cancellation charges shall be determined based on the number of calendar days between AMS Events’s receipt of written cancellation notice and the first scheduled day of the event (the “Event Date”), as follows: (a) More than 90 days prior to the Event Date: Client shall forfeit the deposit paid to AMS Events. No additional charges shall apply. (b) 31 to 90 days prior to the Event Date: Client shall forfeit the deposit, plus, if labor was contracted for, Client shall be liable for the full cost of labor services contracted for under the Agreement. (c) 11 to 30 days prior to the Event Date: Client shall pay 50% of the total estimated Fees described on the Quote (inclusive of any deposit already paid). (d) 10 days or fewer prior to the Event Date: Client shall pay 100% of the total estimated Fees described on the Quote (inclusive of any deposit already paid). Client agrees and acknowledges that the cancellation charges described in this Section are reasonable and appropriate estimates of AMS Events’s anticipated damages under the circumstances. AMS Events is under no obligation to allow for the rescheduling of the rental and related services; however, AMS Events, in its sole and absolute discretion, may elect to credit some or all of the payment previously made towards a rescheduled event. Client understands that the cost of Equipment and labor may fluctuate and, accordingly, the quoted fees/rates for the original event may not apply to a rescheduled or subsequent event. Cancellation fees shall be due within seven (7) days of Client’s receipt of the associated invoice from AMS Events. All cancellation notices must be in writing and delivered in accordance with Section 32.

27. Compliance with Law. Client shall comply with all applicable laws, regulations, and ordinances. Client shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.

28. Termination. In addition to any remedies that may be provided under these Terms, AMS Events may terminate this Agreement with immediate effect upon written notice to Client, if Client (each of the following is an “Event of Default”): (i) fails to pay any Fees or other amount when due under this Agreement and such failure continues for three (3) days after Client’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; (iii) if Client’s interest or any portion thereof in this Agreement devolves on or passes to any person, whether by operation of law or otherwise; (iv) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors; or (v) if Client sells, transfers, or disposes of all or substantially all of its assets or the property of its business, or merges or consolidates with any other entity.

29. Remedies. If an Event of Default occurs, AMS Events may, in its sole discretion, exercise one or more of the following remedies: (a) declare this Agreement in default; (b) terminate the Agreement; (c) take possession of, or render unusable, any Equipment wherever it may be located, in a commercially reasonable manner and without breach of the peace, provided that AMS Events shall provide Client with at least twenty-four (24) hours’ prior written notice before exercising such self-help remedy, except where the Equipment is at imminent risk of loss, damage, or removal from the jurisdiction; and provided further that AMS Events shall not exercise self-help repossession during an active event unless Client is in material default and has failed to cure within the notice period; (d) require Client to deliver any Equipment in the condition required under this Agreement to a location designated by AMS Events and for each day that Client fails to return any Equipment, AMS Events may demand an amount equal to the Fees, in effect immediately prior to such Event of Default; (e) proceed by court action to enforce performance by Client of this Agreement and/or to recover all damages and expenses incurred by AMS Events by reason of any Event of Default; or (f) exercise any other right or remedy available to AMS Events at law, in equity, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). All rights and remedies of AMS Events provided in this Agreement are cumulative and not exclusive, and the exercise by AMS Events of any right or remedy does not preclude the exercise by AMS Events of any other rights or remedies that may now or subsequently be available to AMS Events at law, in equity, by statute, in any other agreement between the parties, or otherwise.

30. Indemnity. Client shall indemnify, defend, and hold harmless AMS Events, its representatives, Subcontractors, successors and assigns, (collectively, “Indemnitees”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, that are incurred by Indemnitees relating to, arising out of, or in connection with the transactions contemplated by this Agreement, including without limitation: (a) the lease, possession, maintenance, use, condition, repair, return, disposition, operation, storage, or transportation of any Equipment; (b) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Client pursuant to this Agreement; or (c) any assertion of the infringement of patent, trade secret, trademark, copyright, or other intellectual property rights of third parties. Notwithstanding the foregoing, Client’s indemnification obligation under this Section shall not apply to the extent that losses, damages, or liabilities are caused by AMS Events’s own negligence, willful misconduct, or material breach of this Agreement, or by the negligence or willful misconduct of AMS Events’s Subcontractors. The obligations of Client under this Section shall survive the expiration or termination of this Agreement.

31. Governing Law; Jurisdiction. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of Texas. Subject to the Dispute Resolution provisions of Section 40, any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Texas, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

32. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the Quote or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of receipt), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (y) upon receipt of the receiving party, and (z) if the party giving the Notice has complied with the requirements of this Section.

33. Waiver. No waiver by AMS Events of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by AMS Events. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement 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.

34. Entire Agreement. This Agreement comprises the entire agreement between the parties, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. The Agreement prevails over any of Client’s general terms and conditions of rental regardless of whether or when Client has submitted its order or such terms. Fulfillment of Client’s order does not constitute acceptance of any of Client’s terms and conditions and does not serve to modify or amend the Agreement.

35. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

36. Assignment. Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of AMS Events. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Client of any of its obligations under this Agreement.

37. Further Assurances. Client agrees to execute, acknowledge, deliver, file, and record, or cause to be executed, acknowledged, delivered, filed, and recorded, such further documents or other papers and to do all such things and acts as AMS Events may request in furtherance of the provisions and purposes of this Agreement and the transactions contemplated hereby.

38. Force Majeure. Neither party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by acts of God, flood, fire, earthquake, epidemic, pandemic, government-ordered shutdowns, acts of terrorism, war, invasion, national emergency, riot, civil unrest, embargoes, strikes, labor disputes, venue closures or restrictions imposed by the venue or local authorities, power failures, or other events beyond the reasonable control of the affected party (each a “Force Majeure Event”). The affected party shall give prompt written notice to the other party of the Force Majeure Event and shall use commercially reasonable efforts to mitigate the effects thereof. During a Force Majeure Event, the affected party’s obligations under this Agreement shall be suspended for the duration of the event. If a Force Majeure Event prevents performance for a continuous period exceeding sixty (60) days, either party may terminate this Agreement by written notice to the other party, in which case: (a) AMS Events shall refund to Client a pro-rata portion of any Fees paid for Services or Equipment not yet provided, less AMS Events’s reasonable, documented costs incurred prior to the Force Majeure Event; and (b) Client shall return all Equipment in its possession to AMS Events within ten (10) days. For the avoidance of doubt, a Force Majeure Event does not include Client’s financial inability to perform, changes in Client’s business plans, or failure of Client’s own vendors or subcontractors.

39. Confidentiality. Each party agrees that the terms and pricing of this Agreement are confidential and shall not be disclosed to any third party without the prior written consent of the other party, except: (a) to the extent required by applicable law or regulation; (b) to such party’s attorneys, accountants, and other professional advisors who have a need to know and are bound by professional obligations of confidentiality; or (c) in connection with the enforcement of this Agreement.

40. Dispute Resolution. (a) Informal Resolution. In the event of any dispute, claim, or controversy arising out of or relating to this Agreement (a “Dispute”), the parties shall first attempt to resolve the Dispute through good-faith negotiation. The aggrieved party shall provide written notice of the Dispute to the other party, and the parties shall have thirty (30) days from receipt of such notice to attempt to resolve the Dispute informally. (b) Mediation. If the Dispute is not resolved through informal negotiation within the thirty (30) day period, either party may initiate mediation by providing written notice to the other party. The mediation shall be conducted by a mutually agreed-upon mediator in Dallas County, Texas, and shall be completed within sixty (60) days of the mediation notice. The costs of mediation (mediator fees and venue) shall be shared equally by the parties; each party shall bear its own attorneys’ fees and costs. (c) Litigation. If the Dispute is not resolved through mediation, either party may pursue litigation in accordance with Section 31 of this Agreement. No party may commence litigation under this Agreement unless and until it has complied with the informal resolution and mediation procedures described in this Section, except that either party may seek injunctive or other equitable relief from a court of competent jurisdiction at any time to prevent irreparable harm. (d) Equipment Damage Disputes. For Disputes arising specifically from damage assessments under Section 19, if the parties cannot resolve the Dispute through the procedures described above, either party may, in lieu of litigation, request that an independent, qualified equipment appraiser mutually agreed upon by the parties (or, if the parties cannot agree, appointed by the mediator) inspect the Equipment and render a binding determination of the damage classification and reasonable charges. The cost of the independent appraiser shall be borne by the non-prevailing party.