These Terms and Conditions (“Terms”) apply to every quote, proposal, invoice, Service Order, and Statement of Work that LRAV Inc. (“LRAV”) issues for an event to the client named on it (“CLIENT”) (collectively and individually, the “Quote”). These Terms and the Quote together form the entire agreement between LRAV and CLIENT (the “Agreement”) for the equipment, labor, and services described in the Quote (the “Services”), and they replace any earlier versions of the Quote and any discussions about the same event. If LRAV and CLIENT have a separately signed Master Service Agreement (“MSA”), the MSA controls wherever it conflicts with these Terms. If a Quote conflicts with these Terms, these Terms control unless the Quote expressly states that it changes a specific section of these Terms.

1.0 Quote, Booking, and Acceptance

1.1 Basis of Quote. The Quote is based on the information available when it was prepared. All expenses beyond LRAV’s direct control are passed through to CLIENT on the final invoice. If requirements, equipment, or dates change, LRAV may revise the Quote. Equipment rates depend on equipment availability when the Quote was prepared. Equipment and labor rates may change if CLIENT accepts after the valid dates shown on the Quote. Labor is billed on actual hours worked during the event, including any minimums and guarantees.

1.2 Changes and Change Orders. Any change to the Quote must be agreed upon by the CLIENT contact named on the Quote (or another authorized representative of CLIENT’s company) and the LRAV account representative named on the Quote. After the Quote is signed, every change to the Services, including equipment, labor, scope, schedule, and design, must be made by a written change order approved by LRAV (email is acceptable). On site, the CLIENT contact named on the Quote (or that contact’s authorized onsite representative) may request changes by text message or email, and that message counts as the written change order. On-site additions are billed and due under Section 3.6. LRAV may charge for any added equipment, labor, and redesign a change requires; these are changes CLIENT requests under Section 3.2. Unless the Quote sets a different cutoff, LRAV may also charge redesign fees and rush fees for design or scope changes requested less than fourteen (14) days before the first load-in date. Show content is not a design or scope change; late or revised content is handled under the content deadline in Section 7.2.

1.3 Approval. To approve the Quote, email a signed copy to LRAV at [email protected].

1.4 THIS WILL NOT BE CONSIDERED A CONFIRMED ORDER UNTIL LRAV RECEIVES BOTH A SIGNED COPY OF THE QUOTE AND EITHER THE DEPOSIT REQUIRED UNDER SECTION 2.0 OR, FOR APPROVED REPEAT ACCOUNTS ON NET TERMS THAT ARE NOT REQUIRED TO PAY A DEPOSIT (SEE SECTION 2.5), LRAV’S WRITTEN APPROVAL OF NET TERMS. EVENT DATES, CREW, AND EQUIPMENT ARE NOT HELD UNTIL BOTH ARE RECEIVED.

1.5 By signing the Quote, CLIENT confirms that it has read and approved all prices, terms, and conditions in this Agreement, and that this Agreement is the sole, complete, and binding agreement with LRAV. The person signing for CLIENT represents that he or she is authorized to do so, and CLIENT is liable for all stated amounts.

1.6 If CLIENT uses or accepts any labor, equipment, or services in the Quote, CLIENT accepts these Terms and the Quote as a binding agreement, even if the Quote is unsigned.

2.0 Payment Terms

2.1 Which Terms Apply. The payment terms for each event are stated on the Quote. If no payment term is stated, Payment in Advance under Section 2.2 applies. COD and Net terms are available only with LRAV’s written approval, which LRAV may change or revoke at any time, for any reason, under Section 2.6.

2.2 Payment in Advance (Standard). Under Payment in Advance:

• A non-refundable deposit of 75% of the total amount of the Quote is due when CLIENT signs the Quote. Payment of the deposit is also acceptance of the Quote and these Terms.
• The remaining 25% is due no later than fifteen (15) days before the first event day.
• If LRAV has not received the deposit by thirty (30) days before the first load-in date, LRAV may cancel the event by written notice to CLIENT (email is sufficient), and Section 4.0 applies.

2.3 COD (Cash on Delivery). The full balance is due on the first load-in day, before LRAV unloads or begins setup. Payment must be made by wire, ACH, cashier’s check, or card (subject to the surcharge under Section 3.7), and must be received or confirmed before setup. LRAV may withhold unloading and setup until payment is confirmed; doing so is not a breach by LRAV, and CLIENT’s payment obligations, including Section 4.0, continue.

2.4 Net Terms (Net 10, Net 15, Net 30). LRAV will invoice on the last event day, and the full amount is due within the stated number of calendar days (10, 15, or 30) after the invoice date. Net terms are available to approved accounts only, and LRAV may require a completed credit application, a W-9 exchange, and vendor setup before the event.

2.5 Deposits Under COD and Net Terms. On COD terms, every CLIENT, including accounts that LRAV has approved in writing as repeat accounts, must pay a non-refundable deposit of 25% of the total amount of the Quote when CLIENT signs the Quote to hold the event dates, crew, and equipment. On Net terms, first-time clients, and any other CLIENT that LRAV has not approved in writing as a repeat account, must pay the same 25% deposit when CLIENT signs the Quote. Accounts on Net terms that LRAV has approved in writing as repeat accounts are not required to pay a deposit unless the Quote says otherwise. The deposit is credited toward the final balance.

2.6 Revoking COD and Net Terms. LRAV may change or revoke its approval of COD or Net terms at any time, for any reason, at its sole discretion, for future events and for any open events not yet paid in full. Separately, LRAV may modify the payment terms at any time, or require a deposit or other acceptable security, if it reasonably deems itself insecure about CLIENT’s ability to pay. If LRAV revokes COD or Net terms, Payment in Advance under Section 2.2 applies to the affected events unless LRAV agrees otherwise in writing.

2.7 Rules for All Payment Terms. These rules apply under every payment term:

• On-site additions, overtime, and travel cost differences are billed and due under Section 3.6.
• CLIENT’s internal processes, such as purchase orders, vendor setup, approval routing, or check-run schedules, do not extend any due date.
• If any invoice becomes past due, Section 3.8 applies, and LRAV may require Payment in Advance for any open and future events.
• Payments must be sent to LRAV ([email protected]) at the account LRAV identifies, unless LRAV gives other instructions in writing.

3.0 Fees, Charges, and Billing

3.1 Fees. CLIENT must pay all fees and charges (“FEES”) stated in the applicable Quote. FEES vary with the Quote then in effect.

3.2 Prices are firm once the order is confirmed under Section 1.4, except for (a) changes CLIENT requests, including change orders under Section 1.2, (b) changes in scope, schedule, or event dates, and (c) pass-through costs under Section 1.1. Before signing, LRAV may change quoted prices, materials, and specifications. After signing, LRAV may substitute equipment of equal or greater capability.

3.3 Taxes. CLIENT is solely responsible for, and must pay, any taxes due on the Services.

3.4 Exclusions. UNLESS SPECIFICALLY INDICATED, THE QUOTE DOES NOT INCLUDE: (1) permits or fees (if required); (2) security; (3) venue electrical costs; (4) forklifts, Genie lifts, or lifts of any kind; (5) parking, transportation, or other travel-related fees; (6) hotel accommodations; (7) rigging costs; or (8) internet costs.

3.5 Travel Costs. Travel is excluded unless it is specifically included in the Quote (see Section 3.4). When travel is included, all travel-related costs, including airfare, baggage fees, hotel and resort fees, ground transportation (rideshare, taxi, car rental, fuel, tolls, and parking), per diem and meals, and any other travel expenses, are estimates and are subject to change. Quoted travel amounts are a minimum estimate. If actual costs are higher, CLIENT will be billed the difference on the final invoice, and payment is due under Section 3.6.

3.6 Final Invoice. LRAV issues the final invoice at the close of the event. It includes any on-site additions, overtime, and extra labor. Hotel and resort fees should be billed to the master account; if they are not, LRAV adds them to the final invoice at actual cost under Section 3.5. Unvalidated parking is added under Section 5.6. Payment of the final invoice is due within seven (7) days after the last day of the event.

3.7 Card Surcharge. Credit card payments carry a 4% surcharge, disclosed on the invoice. Debit card payments carry no surcharge.

3.8 Due Dates and Late Fees. Payment due dates are set out in Sections 2.0 and 3.6. Any amount not received by its due date is past due. Once a balance is more than five (5) days past its due date, LRAV will add a $500 late processing fee plus interest on the unpaid balance at 1.5% per month (18% per year), or the maximum rate allowed by law if lower, until the balance is paid in full.

3.9 Billing Corrections and Disputes. If CLIENT wishes to correct or dispute any charge billed by LRAV (a “Disputed Amount”), CLIENT must submit a good-faith claim, with the documentation reasonably required to support it, within three (3) business days of receiving the invoice. Billing questions and claims must be sent to [email protected]. If CLIENT does not submit a documented claim within that three (3) business day period, CLIENT is responsible for the full amount stated on the invoice. CLIENT must pay any undisputed amount by its due date.

3.10 Chargebacks. If CLIENT starts a credit card chargeback or other payment dispute for Services delivered under a signed Quote without first using the billing dispute process in Section 3.9, CLIENT is in breach of this Agreement. CLIENT must then pay the disputed amount, any chargeback fees LRAV is charged, and LRAV’s collection costs under Section 3.11. The signed Quote and LRAV’s delivery records (such as load-in and strike records, crew time records, and event photos) are proof that CLIENT authorized the charge and received the Services.

3.11 Collections and Suspension of Services. LRAV may refer any past-due account to a collection agency or attorney. CLIENT must pay all costs of collection, including collection agency fees and attorney’s fees, whether or not a lawsuit is filed. These costs are in addition to any attorney’s fees and costs awarded under Section 15.1. While any balance is past due, LRAV may suspend Services on any open event until the balance is paid in full. Suspending Services is not a breach by LRAV, and CLIENT’s payment obligations, including Section 4.0, continue.

4.0 Cancellation Fee

4.1 Any cancellation by CLIENT must be made by written notice to LRAV under Section 16.2. Any deposit paid under Section 2.0 is non-refundable at any time, no matter when CLIENT cancels.

4.2 If CLIENT cancels within thirty (30) days of the first load-in date, or cancels without written notice, CLIENT must pay a cancellation fee of 100% of the total amount of the Quote, less any deposit already paid.

4.3 If CLIENT is on COD or Net terms and cancels thirty-one (31) to sixty (60) days before the first load-in date, CLIENT must pay a cancellation fee of 50% of the total amount of the Quote, less any deposit already paid.

4.4 LRAV and CLIENT agree that LRAV’s actual damages from a cancellation (including lost bookings, equipment and inventory held for the event, and crew reserved for the event) are difficult to calculate in advance, and that the amounts in this Section 4.0, including any non-refundable deposit and the cancellation fees in Sections 4.2 and 4.3, are a reasonable estimate of those damages. These amounts are liquidated damages, not a penalty.

4.5 LRAV may, at its sole discretion, apply any deposit paid as a credit toward a rescheduled event held within twelve (12) months of the original event date.

5.0 Labor and Crew

5.1 Labor Estimates. This labor estimate is based on the information provided to LRAV so far. Changes in room availability or schedule will affect labor costs.

5.2 Day Rate and Overtime. All labor is estimated. The day rate covers ten (10) hours. Overtime starts after ten (10) hours: 1.5x the normal hourly rate for hours 10 to 12, and 2x the normal hourly rate for hours over 12.

5.3 Turnaround. The crew must have a turnaround period of at least ten (10) hours between each Technician’s last work hour on one (1) day and first (1st) work hour the next day.

5.4 Turnaround Fees. Failure to comply with Section 5.3 results in turnaround fees. For any work call that cuts into the turnaround period required by Section 5.3, the rates below replace the day rate and overtime rates in Section 5.2 for that entire work call:

• Turnaround violation: 1.5x the technician’s normal hourly rate for hours 1 through 10 of the work call, 2x for hours 11 and 12, and 3x for every hour after 12.
• Exception: if the technician worked more than 12 hours on the previous day (and was already at 2x), the next work call that cuts into the turnaround period is billed at 2x for hours 1 through 10 and 3x for every hour after 10.

5.5 Room Access. Proposed setup labor in the Quote assumes access to, and a hold on, all function rooms at least 24 hours before show start, or longer if the scope of work requires it. Additional labor charges apply if setup time is compressed or if rooms are struck and reset daily.

5.6 Crew Facilities and Parking. CLIENT must provide a break area and a water station for all LRAV staff, AV technicians, and other staff LRAV hires for the event, and validated parking for them on every day of the event. If parking is not validated, LRAV adds the parking fees to the final invoice under Section 3.6.

5.7 Crew Meals. CLIENT must provide HOT meals for the crew (breakfast, lunch, and dinner) during the event dates, unless LRAV approves otherwise at least thirty (30) days before the event. If CLIENT cannot provide crew meals, LRAV will provide them, and CLIENT pays all costs of any crew meals LRAV provides.

5.8 Crew Safety and Client Conduct. If CLIENT, its guests, attendees, or vendors harass, threaten, or abuse any LRAV crew member, or expose LRAV crew to unsafe conditions, LRAV may remove its crew and equipment from the event. If LRAV does so, CLIENT still owes the full amount of the Quote, and LRAV is not liable for the removal or for any part of the event that does not go forward.

6.0 Delivery, Site Access, and Setup

6.1 Delivery and Strike Charges. Delivery and pickup pricing is based on average mileage and fuel during normal hours of operation. After-hours delivery and pickup cost extra ($500 minimum delivery). The delivery fee may increase if CLIENT requests delivery earlier than the stated time. On-site orders and added equipment requests carry additional delivery charges. If LRAV cannot strike, pick up, or tear down equipment at the contracted time, CLIENT will be billed an additional fee.

6.2 Site Access. LRAV must have access to the event site at the setup/delivery time stated in the contract, including truck access for setup and strike. LRAV must approve the setup for feasibility and safety. If setup is not on ground level, LRAV must have elevator access at least 10 ft deep x 5 ft wide x 8 ft high. Steps into or inside the building may limit LRAV’s ability to set up and may require extra labor at an additional cost.

6.3 Setup Space. CLIENT must provide adequate space to set up rental items or any part of the event. If any item cannot be set up for a reason outside LRAV’s control (for example, inadequate space, lack of power, or venue or location restrictions), CLIENT still owes payment in full for the rental item(s).

6.4 Power. Power requirements may change based on the proposed Quote. At minimum, CLIENT must provide 200 AMP 3 Phase 120/208 Volts in Cam locks EZ1016 for AV.

6.5 Riggers. CLIENT must provide all riggers for audio, video, and lighting points, with cable picks.

6.6 Rigging and Site Safety. LRAV will not fly or hang any equipment (including speakers, lighting, truss, motors, and video/LED walls) until LRAV has received and approved the rigging plan, rigging points, load data, and any approvals the venue or a structural engineer requires. CLIENT is responsible for the cost of any engineering, inspection, or certification the venue requires. LRAV may stop, delay, or modify any work if LRAV determines, at its sole discretion, that conditions are unsafe for crew, guests, or equipment. No refund or credit is owed for any stop, delay, or change under this Section 6.6, and CLIENT’s payment obligations continue. For outdoor events, Section 11.0 also applies.

6.7 Tables and Chairs. CLIENT must provide any required tables and/or chairs. If needed, CLIENT can rent them from LRAV for an additional fee.

6.8 Storage and Security. CLIENT must provide storage space for extra equipment and security for LRAV’s items. CLIENT must also provide security for the entire event during overnight hours.

7.0 Client Content, Venue, and Third Parties

7.1 LRAV is not responsible for any failure, interruption, or poor performance of power, internet, rigging, labor, or other services supplied by the venue or any third party not hired by LRAV, or for any content CLIENT supplies (including presentations, video, music, graphics, and data). CLIENT is responsible for obtaining any rights or licenses needed to use the content it supplies.

7.2 Client Content Deadlines. CLIENT must deliver all show content (including presentations, graphics, videos, audio playback, logos, fonts, run of show, scripts, cue sheets, walk-in/walk-out loops, and speaker and talent files) in final form and in LRAV’s requested formats by the content deadline. Unless the Quote or production schedule sets a different date, the content deadline is seven (7) calendar days before the first load-in date. Content received or revised after the deadline may result in rush fees, additional labor (including overtime), or additional equipment, billed to CLIENT on the final invoice. Content received within forty-eight (48) hours of show start, or onsite, is handled on a best-effort basis, and LRAV is not responsible for playback, formatting, or quality issues caused by late or nonconforming content. Late content does not excuse CLIENT’s payment obligations.

7.3 Legal Compliance. At its sole cost, CLIENT must comply with all regulations, ordinances, directives, and rules of any controlling federal, state, or local government that apply to the Services, including for casino events and any permits required for outdoor events. Failure to comply with this Section 7.3 is a material breach of this Agreement, and LRAV may terminate this Agreement immediately.

7.4 Sound Limits, Curfews, and Venue Rules. In addition to Section 7.3, CLIENT is responsible for all sound ordinances, decibel limits, curfews, permits, fire marshal requirements, and venue rules that apply to the event. Any fines, penalties, or fees for exceeding them are CLIENT’s responsibility, except those that result from LRAV ignoring a sound limit or curfew that LRAV was told about in writing before the event, or that the venue or the authorities directed LRAV to follow on site. LRAV may lower the volume or shut down any equipment when the authorities or the venue direct it. Doing so is not a breach by LRAV, and CLIENT’s payment obligations continue.

7.5 Venue and Exclusive-Vendor Fees. CLIENT is responsible for all fees and charges the venue imposes in connection with the Services, including in-house AV exclusivity or buyout fees; electrical, audio, lighting, and video patch fees; power and rigging charges; union drayage; venue-required labor and labor minimums; internet; and loading dock and freight elevator fees. This applies even if the venue discloses a fee after CLIENT signs the Quote or bills it after the event. LRAV will bill these fees to CLIENT at actual cost, on the final invoice or as soon as they are known, and payment is due under Section 3.6 or, if billed after the event, within seven (7) days after the invoice date.

8.0 Entertainment and Talent

8.1 When the Quote requires or includes entertainment, a DJ, an emcee, or any talent, the terms below apply in addition to the rest of these Terms.

8.2 Performance Excused. If a performance is made impossible, hazardous, or otherwise prevented or impaired by sickness, accident, inability to perform, interruption or failure of transportation, Acts of God, riots, labor difficulties, epidemics, earthquakes, hurricanes, any act or order of any public authority, or any other cause, similar or dissimilar, beyond LRAV’s control, LRAV’s obligation for the affected performance(s) or services is excused, and LRAV has no liability to CLIENT for it. If the entertainment or artists are present and able to perform and the show is canceled, CLIENT owes the total entertainment and artist compensation. Section 12.0 (Cancellation Due to Weather, Acts of God, and Other Events Beyond Our Control) also applies to the entire Agreement.

8.3 Recording, photographing, streaming, broadcasting, and other reproduction of entertainment are governed by Section 9.1.

8.4 CLIENT must provide a green room for ALL talent LRAV brings.

8.5 CLIENT must give talent adequate time to set up and rehearse before the scheduled event time.

8.6 Entertainment, DJ, emcee, and other talent hours are excluded from Section 5.0. They are set by the Quote provided to CLIENT. Hours worked beyond the approved times incur overtime fees.

8.7 All entertainment, DJ, performer, and talent pricing is based on availability. Talent may change, cancel, or be unavailable at the time of quoting. Final pricing and availability are set after the order is confirmed under Section 1.4.

9.0 Recording, Marketing, and Confidentiality

9.1 CLIENT must obtain LRAV’s prior written approval to record, photograph for commercial use, stream, broadcast, or otherwise reproduce the event program or any LRAV-provided services, entertainment, or content. CLIENT must request approval in writing at least thirty (30) days before the event. LRAV may condition its approval on additional fees, equipment, or labor (for example, record feeds, streaming encoders, or crew), and will not unreasonably withhold approval. Approval does not permit CLIENT to use LRAV’s proprietary content, designs, or entertainment separately from the event program (for example, for unrelated commercial purposes).

9.2 LRAV Event Media. LRAV may photograph, video record, or otherwise reproduce any event, rental item(s), entertainment, or services LRAV provides, unless CLIENT requests a restriction in writing at least thirty (30) days before the event. The request must clearly state the specific limits or prohibitions on photography, videography, or reproduction. LRAV may use these photographs, videos, and other materials for marketing, sales, promotion, or any other purpose at its discretion.

9.3 Confidentiality and LRAV Designs. LRAV’s quotes, pricing, proposals, designs, renderings, CAD drawings and plots, stage plots, input lists, and technical plans (together, “LRAV Materials”) are LRAV’s confidential information. CLIENT must keep LRAV Materials confidential and may share them only with the venue and with CLIENT’s own staff and vendors, and only as needed to carry out the event with LRAV. CLIENT may not share LRAV Materials with any competing vendor, use them to obtain competing bids, or have another vendor carry out LRAV’s design. LRAV owns all LRAV Materials and all of its designs and other intellectual property, whether or not the event goes forward, and nothing in this Agreement transfers any of them to CLIENT. Section 9.1 also limits CLIENT’s use of LRAV’s proprietary content and designs.

10.0 Equipment Responsibility, Insurance, and Indemnity

10.1 Insurance. CLIENT must carry commercial general liability insurance of not less than $1,000,000 per occurrence that names LRAV as an additional insured. CLIENT must also insure all LRAV equipment in CLIENT’s care, custody, or control (including while at the venue) for its full replacement value, naming LRAV as loss payee. CLIENT must deliver a certificate of insurance showing this coverage to LRAV no later than fourteen (14) days before the first load-in date. LRAV may withhold load-in until it receives the certificate; doing so is not a breach by LRAV, and CLIENT’s payment obligations continue.

10.2 Equipment Ownership and Use. All equipment LRAV provides remains LRAV’s property at all times. Without LRAV’s written approval, CLIENT may not move, relocate, alter, sublet, or lend any LRAV equipment, or allow anyone other than LRAV crew or operators LRAV has approved to operate it. LRAV may substitute equipment as stated in Section 3.2. CLIENT may not allow any lien or other claim to attach to LRAV equipment. LRAV may retrieve its equipment at the end of the event, or at any time CLIENT breaches this Agreement, and CLIENT must give LRAV access to do so. Retrieving equipment for a breach does not reduce CLIENT’s payment obligations.

10.3 Equipment Damage, Loss, and Theft. CLIENT is responsible for all contracted equipment. CLIENT will be charged for any damage, loss, or theft caused by CLIENT, its guests, vendors, or contractors, or by unknown persons, whether or not the person responsible is identified, and for any theft, vandalism, fire, water, or other act that damages or destroys the equipment. For any missing, damaged, or stolen item, CLIENT will pay (a) the full replacement cost at the item’s current new price, or the repair cost if LRAV determines it can be repaired, plus (b) lost rental income at LRAV’s rental rate for that item while it is out of service. CLIENT will carry the insurance required by Section 10.1.

10.4 LRAV is not responsible for damage to the event location from the use or setup of rental items.

10.5 Client-Provided and Third-Party Labor. When any labor on the event is not hired by LRAV (including CLIENT’s own staff, venue or union house labor, and other vendors), the following applies:

• CLIENT is responsible for any loss, damage, theft, or misuse of LRAV equipment handled by that labor, at the rates in Section 10.3.
• CLIENT will pay for any overtime, delays, or additional LRAV labor caused by that labor.
• LRAV is not liable for show issues, failures, or delays caused by labor that LRAV did not hire or supervise.
• When CLIENT, with LRAV’s approval under Section 10.2, has its own staff operate and/or oversee any rental or contracted item(s), CLIENT releases LRAV from all liability for that operation and willfully accepts responsibility for the safety of all guests and attendees at the event. When LRAV approves CLIENT’s own staff or another using party to operate equipment under Section 10.2, CLIENT or the using party must oversee operation and is fully responsible for operating the item(s) after receiving them. If anyone other than LRAV crew or an LRAV-approved operator runs LRAV equipment, CLIENT is fully responsible for that operation and for any resulting damage, loss, injury, or claim.
• This Section applies whether CLIENT chooses that labor or the venue requires it, as many union venues do.

10.6 Injury and Indemnity. LRAV is not responsible for injuries to anyone using the contracted property. CLIENT will hold LRAV harmless against any and all claims, and will indemnify LRAV for any and all costs from claim(s) by anyone, including court costs, attorney’s fees, and other related costs involving the use of the contracted equipment, except to the extent a claim is caused by LRAV’s gross negligence or willful misconduct. [ATTORNEY OPTION: This obligation applies even if the claim is caused in part by LRAV’s own negligence.]

11.0 Weather and Outdoor Safety

11.1 For outdoor events, LRAV may delay, suspend, lower, or strike any equipment (including staging, truss, flown speakers, and video walls) because of lightning, high wind, rain, or other unsafe conditions. LRAV makes these decisions at its sole discretion, based on manufacturer and industry safety guidance.

11.2 No refund or credit is owed for any delay, suspension, lowering, or strike under this Section.

11.3 For every outdoor event, CLIENT must have a weather action plan, share it with LRAV before load-in, and provide shelter and cover for LRAV equipment.

12.0 Cancellation Due to Weather, Acts of God, and Other Events Beyond Our Control

12.1 Neither party is liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) caused by events beyond its reasonable control, including hurricanes, tropical storms, severe weather, floods, fire, acts of God, epidemics or pandemics, government orders or restrictions, venue closure, war, terrorism, civil unrest, strikes or other labor actions, and power, utility, or transportation failures (each, a “Force Majeure Event”). A Force Majeure Event also includes a hurricane, storm, or documented travel disruption (such as airport closures, cancelled flights, or evacuation orders) that prevents CLIENT’s scheduled presenters, speakers, or performers who are essential to the event, or a substantial part of its attendees, from reaching the event, even if the venue, LRAV’s crew, and LRAV’s equipment are ready.

12.2 If a Force Majeure Event prevents the event from going forward, LRAV retains all payments CLIENT has already made to cover the costs LRAV has incurred, including labor, equipment preparation, and the dates, crew, and equipment held for the event. If CLIENT requests it in writing within five (5) business days after the Force Majeure Event, LRAV may, at its sole discretion, apply those payments as a credit toward a rescheduled event held within twelve (12) months of the original event date. If CLIENT does not request the credit in time, LRAV retains the payments as stated above.

12.3 Postponement. If the event is postponed or rescheduled because of a Force Majeure Event, payments CLIENT has already made carry over to the new date on the same terms as the credit in Section 12.2: CLIENT must request it in writing within five (5) business days after the Force Majeure Event, the new date must fall within twelve (12) months of the original event date, and LRAV decides at its sole discretion. Any balance not yet paid is due on the payment schedule for the new date under Section 2.0. Price differences for the new date, including equipment availability and rate changes, are handled as changes under Section 1.2.

12.4 Cancellation Fees. If a Force Majeure Event cancels the event, the cancellation is treated as a cancellation by CLIENT on the date the event is cancelled, and the cancellation fees in Section 4.0 apply. LRAV may, at its sole discretion, apply payments as a credit under Sections 12.2 and 12.3. Weather delays, suspensions, and strikes of equipment during an event remain governed by Section 11.0.

12.5 Section 8.2 continues to apply to entertainment and talent.

13.0 Limitation of Liability

13.1 LRAV’s total liability arising out of or relating to this Agreement, the Services, or the event, under any legal theory, will not exceed the amounts CLIENT actually paid to LRAV under this Agreement.

13.2 LRAV is not liable for any indirect, incidental, special, or consequential damages, or for lost profits, lost revenue, or lost business, even if LRAV was told such damages were possible.

13.3 If any LRAV equipment fails, CLIENT’s sole remedy is for LRAV to repair or replace the affected item as quickly as practical or, if that is not possible, a prorated credit for the affected item.

13.4 Nothing in this Agreement limits liability that cannot be limited under applicable law, including liability for LRAV’s gross negligence or willful misconduct.

14.0 Non-Solicitation of LRAV Crew

14.1 During the event and for twelve (12) months after the last event day, CLIENT will not directly hire or engage any LRAV employee, crew member, or contractor who worked on CLIENT’s event without LRAV’s written consent.

15.0 Disputes, Governing Law, and Attorney’s Fees

15.1 If a lawsuit is filed over a breach of this Agreement, a dispute about this Agreement, or a payment or performance default under this Agreement, the prevailing party is entitled to recover reasonable attorney’s fees and taxable costs in that lawsuit. This Agreement is governed by and interpreted under the laws of the State of Florida. Any lawsuit about this Agreement must be filed and tried in Orange County, Florida.

15.2 [ATTORNEY OPTION: LRAV AND CLIENT EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY LAWSUIT ARISING OUT OF OR RELATING TO THIS AGREEMENT.]

16.0 General Provisions

16.1 Severability. If any part of this Agreement is found invalid or unenforceable, the rest of this Agreement remains in effect, and the affected part will be enforced to the maximum extent allowed by law.

16.2 Notices. Notices under this Agreement must be in writing. Notices to LRAV must be sent to [email protected], and notices to CLIENT must be sent to the CLIENT contact named on the Quote.

16.3 Electronic Signatures and Counterparts. This Agreement may be signed electronically and in counterparts. Electronic, scanned, and PDF signatures are as valid and binding as original signatures, and all counterparts together form one agreement.

16.4 Survival. Sections 2.0 through 4.0, 7.4, 7.5, 9.0, 10.0, 12.0, 13.0, 14.0, 15.0, and this Section 16.0, and any other provision that by its nature should continue, survive the completion, cancellation, or termination of this Agreement.

16.5 No Waiver. A party’s failure or delay in enforcing any provision of this Agreement is not a waiver of that provision or of any other right.

16.6 Assignment. CLIENT may not assign this Agreement without LRAV’s written consent. LRAV may assign this Agreement to an affiliate or a successor to its business, and may use subcontractors and freelance crew to perform the Services.