This Venucast Sales and Rental Agreement (this “Agreement”) is entered into by and between Venucast LLC, a California limited liability company (“Venucast” or “VC”), and the customer identified on the applicable quote or invoice (“Client”). This Agreement is intended to be enforceable under California law and drafted to reduce ambiguity, allocate risk clearly, and limit exposure to litigation.

BY ACCEPTING A QUOTE, INVOICE, OR ORDER (INCLUDING BY SIGNATURE, PAYMENT, OR WRITTEN CONFIRMATION), CLIENT AGREES TO BE BOUND BY THIS AGREEMENT.

1. DEFINITIONS AND INCORPORATION

1.1 Documents Incorporated. Each quote, invoice, packing list, and written confirmation issued by VC and accepted by Client (collectively, the “Quote”) is incorporated into and forms part of this Agreement.

1.2 Order of Priority. If a Quote conflicts with this Agreement, the Quote controls only as to pricing, quantities, and dates. All other matters are governed exclusively by this Agreement.

1.3 Equipment. “Equipment” includes all VC‑owned gear, accessories, cases, bins, chargers, transmitters, receivers, headphones, cables, and components provided to Client.

2. RENTAL AND SALES TERMS

2.1 Limited License (Rental). VC grants Client a limited, revocable, non‑exclusive license to use the Equipment solely for the event, location, and duration stated on the Quote (“Event” and “Rental Period”). Any other use is a material breach.

2.2 Ownership. All rented Equipment remains the sole and exclusive property of VC at all times. No bailment for hire beyond the express terms herein is created.

2.3 Sales. Title to sold (non‑rental) items transfers only upon full, cleared payment, subject to Section 13 (Manufacturer Defects).

2.4 No Subleasing or Transfer. Client may not sublease, lend, assign, pledge, or otherwise transfer possession or control of the Equipment without VC’s prior written consent.

3. PAYMENT TERMS

3.1 Payment in Full Before Shipment. Full payment is required and must clear before shipment, unless VC expressly agrees otherwise in writing.

3.2 Credit Card Authorization. Client must provide valid credit card information prior to shipment. Client expressly authorizes VC to charge the card on file for unpaid balances, late fees, rush fees, loss, theft, repair, replacement, cleaning, shipping adjustments, or any other amounts owed under this Agreement.

3.3 Credit Card/Paypal Processing Fee. Payments made by credit card or Paypal are subject to an additional processing fee of three percent (3%) of the total amount charged. This fee reflects third-party payment processing costs and is non-refundable. VC may, at its discretion, waive this fee for ACH, wire transfer, or check payments approved in advance.

3.4 Deposits (If Approved). Any deposit is non-refundable unless VC agrees otherwise in writing. Remaining balances must be paid no later than 72 hours before ship date.

3.5 Late Payments. Past-due amounts accrue interest at the lesser of 2% per month or the maximum allowed under California law. Client is responsible for all reasonable collection and attorneys’ fees incurred by VC.

3.6 Acceptance of Pricing Standards. Client acknowledges that VC’s website pricing (including Avantree.com, Venucast.com; Amazon.com) may be used to determine retail value, replacement cost, and damage assessments.

4. SHIPPING AND DELIVERY

4.1 Shipment Obligation. VC will ship on or before the ship date stated on the Quote using the stated or upgraded method. VC is not responsible for carrier delays outside its control.

4.2 Failure to Ship. If VC fails to ship by the stated ship date and Equipment therefore does not arrive in time for the Event, Client’s sole remedy is a refund of amounts paid after Equipment is returned.

4.3 Delivery Risk. Client bears all risk of loss after delivery confirmation. Failure to report missing delivery within six (6) hours constitutes acceptance of delivery.

4.4 Replacement Liability. Client shall reimburse VC for the retail value of any lost, stolen, or damaged Equipment within seven (7) days of invoice, and agrees such charges represent a reasonable pre-estimate of VC’s damages and are not a penalty.

 

5. RUSH ORDERS

Orders confirmed within 72 hours of ship date are Rush Orders and are non‑cancelable and non‑refundable, including for damaged or non‑functioning components. Extra shipping charges may be required for such orders.

6. CLIENT DUTIES; USE AND CARE

6.1 Inspection and Testing. Client must inspect and test all Equipment on the day of delivery. Failure to notify VC that same day waives any claim.

6.2 Proper Use. Client shall operate Equipment only in accordance with VC instructions and applicable law, using qualified personnel.

6.3 No Repairs. Client shall not perform or permit repairs beyond basic cleaning. Unauthorized repair constitutes damage.

6.4 No Guarantee of Compatibility or Performance. Client acknowledges that VC does not guarantee that the Equipment will be compatible with Client’s existing audio systems, wireless environment, mobile devices, hearing aids, or venue conditions, nor that it will meet Client’s specific performance expectations. Client assumes all risks related to suitability, coverage, signal quality, latency, and real-world performance.

7. RETURNS; LATE FEES

7.1 Return Deadline. Equipment must be shipped back the next business day after the Event unless VC staff is on‑site.

7.2 Late Return Fees. Late returns incur charges equal to 100% of the total rental fee per day until returned.

7.3 Deemed Lost. Equipment not returned within 14 days of the return date is deemed lost.

8. DAMAGE, LOSS, AND CLEANING

8.1 Client Responsibility. Client is strictly liable for loss, theft, or damage while Equipment is in Client’s possession or control.

8.2 Cleaning Fees. Excessive cleaning is billed at $70/hour, one‑hour minimum.

8.3 Shipping Insurance (Return). Client is responsible for insuring return shipments and pursuing carrier claims.

9. CANCELLATION AND FORCE MAJEURE

9.1 Cancellation Fees. Unless otherwise stated on the applicable Quote, the following minimum cancellation terms apply:

·A processing and reservation fee of thirty percent (30%) of the total invoice will be charged for cancellations made fourteen (14) calendar days or more before the scheduled ship date.

·No refunds will be issued for events canceled less than seven (7) calendar days before the scheduled ship date. In such cases, CLIENT is responsible for payment of the full invoice amount.

These cancellation terms are cumulative with, and do not replace, any more specific or higher cancellation fees stated on the Quote.

9.2 Rescheduling. Re-scheduling of event dates may be permitted at VC’s sole discretion, subject to equipment availability and rate changes. Requests to reschedule must be submitted by CLIENT at least fourteen (14) calendar days before the scheduled ship date. Rescheduled events may not be rescheduled more than once and are not eligible for refunds.

9.3 After Shipment. Once Equipment has shipped, cancellation is not permitted and CLIENT remains responsible for the full invoice amount and all associated charges.

9.4 Force Majeure. Acts of God, extreme weather, epidemics, strikes, government orders, or similar events beyond VC’s reasonable control excuse VC’s performance. Situations like COVID-19, alone is not a Force Majeure event. CLIENT remains responsible for non-recoverable costs incurred by VC.

10. LIMITATION OF LIABILITY

10.1 No Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED UNDER CALIFORNIA LAW, VC SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

10.2 Liability Cap. VC’s TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT FOR THE SPECIFIC RENTAL GIVING RISE TO THE CLAIM.

11. INDEMNIFICATION

Client shall indemnify, defend, and hold harmless VC from all claims, damages, liabilities, losses, and expenses arising from Client’s possession or use of the Equipment, except to the extent caused by VC’s gross negligence or willful misconduct.

Regulatory and Accessibility Compliance.

Client is solely responsible for determining whether the Equipment satisfies any applicable accessibility, ADA, FCC, or other regulatory requirements. VC makes no representation or warranty regarding compliance with any specific law, regulation, or standard.

 

12. WARRANTIES DISCLAIMED

TO THE MAXIMUM EXTENT PERMITTED BY CALIFORNIA LAW, VC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Wireless Technology and Software Disclaimer.

VC does not warrant uninterrupted or error-free operation of any wireless transmission, Auracast™ broadcast, software, firmware, mobile application, or third-party platform. VC shall not be responsible for incompatibilities, interference, protocol changes, operating system updates, or third-party device limitations.

 

13. GOVERNING LAW; VENUE; JURY WAIVER

13.1 Governing Law. California law governs this Agreement.

13.2 Venue. Any dispute shall be brought exclusively in Santa Clara County, California.

13.3 JURY TRIAL WAIVER. TO THE EXTENT PERMITTED BY LAW, THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL.

14. GENERAL PROVISIONS

14.1 Entire Agreement. This Agreement and all Quotes constitute the entire agreement.

14.2 Severability. Invalid provisions do not affect the remainder.

14.3 Assignment. Client may not assign without VC’s written consent.

14.4 Electronic Signatures. Electronic signatures are binding.

CLIENT ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO THIS AGREEMENT.