• SI – Show Imaging Inc and its affiliates. (Show Imaging, Inc., Show Imaging Orlando LLC, Pro Systems Live LLC)

• CLIENT – As interpreted by Show Imaging, the party listed under Client on the quote/event folder, typically the person or organization paying.

• QUOTE – Financial document that calculates costs based on the items included in it. This may not include all costs.

• EVENT BUDGET SUMMARY/AGREEMENT – Document that summaries quotes for an event. This may not include all costs.

• CONFIRMED – A status that implies that the event, show, rental, sale, or project and all costs that are included in the related quotes/event folders are approved by the Client.

• ACCOUNT MANAGER – Show Imaging employee in charge of the overall management of an event, show, rental, sale, etc.

• PRODUCTION – A concert, live event, meeting, live stream or any other work done on behalf of the Client by SI for an audience in person or virtual.

• LAUNCH DATE – The day any website or software product or other digital service is made available to the public or list of invitees.

1.0 ACCEPTANCE
The Client acknowledges that they have read, understand and agree to these Terms and Conditions set forth in this document and that these are the complete and exclusive statement of the agreement between the parties, and supersedes any other terms and conditions whether oral or written, and any other communications relating hereto.

1.1 MODIFICATIONS
No waiver or modification shall be effective unless signed by an authorized representative of Show Imaging. Any notes or addendums in this document provided by Show Imaging are considered appended to this agreement.

1.2 AGREEMENT
SI agrees to provide the services requested by Client as set forth in the accepted bid, quote, response to a request for proposal (RFP) and/or other like documents, collectively defined as “SOW”. The SOW represents a description of services (“Services”) and the rental of the equipment/accessories (“Equipment") provided by SI to Client, and is not a sale, conditional or otherwise of the Equipment, unless specifically noted in the SOW. The Equipment and Services are collectively referred to herein as the “Work” and are more fully described in the SOW. The SOW will include information such as event dates, venue/location, delivery schedules, fee, payment schedules and services and equipment to be provided for the following event, referred to herein as the “Event” or “Events”

1.3 ARBITRATION
All claims and disputes arising under or relating to this Agreement shall be settled by binding arbitration in San Diego County, California or another location mutually agreeable to the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys' fees. Any such arbitration shall be conducted by an arbitrator experienced in the event or entertainment industry and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.

2.0 FEES
The Fees are set forth in the SOW. Work will proceed according to a mutually agreed upon schedule as set forth in the applicable SOW. SI holds the right to increase prices or reduce discounts if the Client fails to meet deadlines. The Fee (including any additional charges and equipment costs) represents the entire amount due from Client to SI for all Work under the SOW however, all costs are estimated and subject to change unless noted otherwise. Progress payments may be assessed for work done prior to arriving to showsite. Progress payments are non-refundable as they cover pre-production, creative design and extended show planning work that has been completed over a period of time. 

2.1 TAXES AND FREIGHT CHARGES
Unless specifically referenced in the SOW, pricing and Fees DO NOT include Taxes, other mandatory fees, or freight charges. All taxes and freight charges, if applicable, are the responsibility of Client. If any of the Work is provided outside of the United States, the Client will be responsible for any added cost or taxes arising from the work. For purposes of this Agreement, Taxes is defined as any sales or use taxes, VAT, or like taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority, other than taxes based on income or related to employment. Client shall hold SI harmless from and indemnify SI for any such Taxes imposed under this Agreement.

2.2 VENUE EXCLUSIVES
Client is responsible for payment of all electrical, internet service, rigging charges, union labor, dock fees, floor coverings or protection or any other exclusive services and associated fees charged by the venue to allow for the successful execution of the Event. If SI is paying any of those fees, they will be called out explicitly in the SOW and shall be reimbursed by Client. 

2.3 ADDITIONAL CHARGES/ EQUIPMENT
Unless specifically stated in the SOW, the Work does not include the following items, and is priced and provided based on the following assumptions:

A. Loading, drayage and other related service fees and such costs are not included in the Fees and will be itemized and added to the final SI invoice.

B. Client is responsible for providing any and all ancillary equipment (such as forklifts and genie lifts) needed for installation or the dismantling of Equipment.

C. All necessary electrical service required will be provided by others.

D. Stage risers and podiums provided by Venue or others.

E. Certain labor, as referenced in 2.4 below.

2.4 LABOR
Client acknowledges that labor costs in the SOW are estimated based upon the Work, taking into account existing federal, state, local labor regulations, venue location, and collective bargaining agreements, as applicable and in effect at the time and will be finalized and conveyed to the Client upon completion of the Work. The Client additionally acknowledges that:

A. Actual labor costs can only be calculated at the conclusion of the Event and will be invoiced thereafter. 

B. Overtime may or may not be included on the estimate and will be included in the invoice.

C. Client is responsible for any additional union and trade labor required by the Venue and Venue-mandated exclusive suppliers such as, riggers, stagehands, electricians, carpenters, teamsters, etc. Payment for all charges imposed for Venue-mandated labor is the responsibility of the Client unless otherwise specifically stated in the SOW. Note that some Unions will require 100% payment of the estimated labor requirements upfront prior to beginning work. Your SI contact will discuss this with you prior to confirming the event when applicable.

D. Unless otherwise specifically stated in the SOW, Client acknowledges that SI primarily utilizes non-union labor.

E. In the event that a 3rd party, such as a venue, is billing labor, SI will not be responsible for those charges unless SI has all relevant contracts and documentation of terms and conditions and visibility throughout the billing process.

F. Your initial labor estimate will be budgeted as ten-hour days.

G. Overtime (1.5x/ hour) will be billed after eight hours and up to twelve hours.

H. Double-time (2x/ hour) will be billed after twelve hours.

I. Overtime will be billed after 40 hours is worked within any consecutive 7 days.

J. The clock on a 40-hour work week will start on the travel day (if applicable).

K. Labor calls beginning prior to 8am will be billed at an OT rate (1.5x/hour) until 8am.

L. Short-Turn Rules: In the event that there occurs a less than an eight-hour turn-around between shifts, the Client will be charged the overtime rate starting at the next shift. The technician will remain in overtime for the entire shift until they go into double time (after 8 hrs.) or until they are given at least 8 hours off. 

M. If a technician gets less than four (4) hours off between shifts, the hours will be billed straight through continuously.

N. Meal breaks can be taken off the technician’s hours, provided the break is at least one hour long and the technician is allowed to leave their station. Any meal break that is less than 1 hour in duration will not be deducted from the staff’s hours (even if food is provided). There must be more than 3 hours and less than 5 hours between the start of a shift and a meal break (or between meal breaks). If no meal break is provided, or if the break is given before 3 hours or after 5 hours from the start of the shift, a meal penalty will be charged. A meal penalty of one additional hour at the prevailing hourly rate for each hour worked will be paid until a meal break or release from the call is provided. Union rules apply to union labor. 

O. Labor calls on the following holidays will be billed starting at the overtime rate  (1.5x/hour) for the first eight hours and then at the double time rate (2x/hour) past eight hours.

• New Year’s Eve

• MLK Day

• Memorial Day

• President’s Day

• Juneteenth

• July 4th

• Labor Day

• Veteran’s Day

• Thanksgiving Day and the day after

• Christmas Eve and day 

(NOTE: Holidays in italics above are billed starting at Overtime by the union halls, but are billed at Straight Time for Show Imaging employees)

2.5 DELAY OF TRANSPORTATION
If conditions at the venue result in a delay of trucks being unloaded at their scheduled time, additional charges will ensue for shipping and potentially for other labor such as setup or strike labor. Any truck that is fully unloaded within 2 hours of its time slot shall be deemed to be on time. These delays could be the result of dock congestion, marshaling yard delays, construction, failure to schedule docks appropriately, lack of scheduled labor or equipment and/or any other situation that prevents trucks from being unloaded in a timely manner.

Unless otherwise stated or negotiated the standard payment terms are as follows:

A. 50%  of Quoted Fee is due upon signing of the applicable SOW.

a. 25% Invoice of the Quoted Fee is due 15 days prior to the date marked “Load In” on the SOW .
b. Balance due net 30 Days after invoice submitted to Client based on the actual charges.

B. Payments not timely received may result in a change in the Work (timely delivery of Equipment, availability of Equipment or labor) and increase to Fees.

C. Any invoice not paid by Client as per the terms set for in the SOW shall forfeit all discounts and rebates, 

D. SI will add interest to past due and unpaid balances, at the highest rate allowed by law

E. All payments rendered in advance of the production are progress payments unless specifically defined otherwise.

In the event of a cancellation, payments made to date and amounts owed are subject to the following conditions. Total amount payable to SI is as follows, within 15 days of cancellation (Net 15 from date of cancellation): 

A. Cancellation within 7 days of the first day of a Production: 100% of the Fee for all Work.

B. Cancellation between 7 and 21 days of a Production: The greater amount of 100% for all services rendered to date OR 50% of the total value of the SOW and any non-refundable expenses (such as flights) incurred for the show 

C. Cancellation more than 22 days in advance of a Production: 100% of all services rendered to date and 100% of any non-refundable expenses (such as flights or venue deposits) incurred for the show 

The first day of a Production is defined as the earliest scheduled date of any of the following:

A. Show Imaging employees travel to or arrive at the job site

B. Setup or rehearsals in a Studio environment

C. The venue contract for where the Production takes place

D. Commencement of any subcontracted services beginning work onsite

In the case of any disagreement over the correct date to be used as the first date of a Production, the date marked “Load In” on the SOW will be used.   

5.1 Each party shall defend, indemnify and hold the other party, its officers, directors, agents and employees harmless from and against any and all claims arising out of the rights and obligations set forth in this Agreement (subject to the limitations of liability set forth below), including claims for bodily injury and death, property, losses, expenses (including reasonable outside attorney's fees), demands, settlements, or judgments, only to the extent that the same results from or arises out of the indemnifying party’s own negligence or willful acts of misconduct, or the negligence or willful acts of misconduct of its employees or agents. The provisions of this Section shall survive termination or expiration of this Agreement.

5.2 Client shall indemnify, defend, and hold harmless SI and its officers, directors, shareholders, employees, agents, and representatives (collectively, “Indemnitee”) against all liability, claims, costs, damages, and expenses incurred by Indemnitee relating to or arising from infringement of any intellectual property provided by client for SI’s use in connection with the Event.

SI reserves the right to amend the quoted pricing and any associated discounts based on changes in the Work, dates, venue, location, or venue exclusive services for each SOW. Client, without invalidating the Agreement, may request changes in Work being performed by SI. Any changes to the SOW requested by either party, shall include the requested change to the Services, as well as changes to the schedule or Fee, and shall be agreed to by both parties in a written “change order”  and performed under the terms and conditions of this Agreement.

Client acknowledges that SI will comply with all applicable laws, and collective bargaining agreements, if any, relating to meals and break time, and that work schedules and the final invoice will reflect these charges. Generally, should a one-hour break not be possible, Client shall provide lunch or dinner at the Client's expense. This shall be considered a working dinner break without time off. A beverage service that will serve the total number of working crew shall be provided for the duration of the installation and removal of equipment. A beverage service shall be provided at the time of the earliest crew call each day. A breakfast shall be provided for crew calls before 7AM each day.

8.1 Client is responsible for arranging single room Hotel Accommodations for SI’s personnel unless otherwise stated in the SOW. Hotel accommodations for technicians may be required for events with call times that end after midnight and/ or begin prior to 6:00 am. Hotel accommodations may also be required for events in venues that are greater than a 60-mile radius (as the crow flies) from an SI facility. If a room is not provided in the same hotel/ venue as the show, SI may assess additional round trip travel time to the worker’s total hours to compensate for additional commute time (portal-to-portal). 

8.2 Per diem is to be paid to the technician per day for travel days and on all shows where the technician is staying at a hotel, regardless of whether meals are provided at the show site. All per diem that is distributed to the traveling crew will be invoiced to the Client. Exceptions may be made on a case-by-case basis.

8.3 A travel day is billed for travel to and from an out-of-town show. Travel is based on a full day rate (10 hours). A half day rate (5 hours) may apply for certain regional shows. An outbound air travel day begins 2 hours prior to the scheduled departure time and ends one hour after flight arrival (add 3 hours to flight time). Travel in excess of 10 hours due to any air or ground transportation delays is billable. 

8.4 Final invoice will include miscellaneous travel expenses associated with the Event including travel to and from Event, airport parking, hotel parking, tolls and taxi/shuttle fees, and rental cars, and ride share unless otherwise stated in the SOW. If parking passes cannot be provided at the venue, SI shall invoice Client for crew parking at the Event.

8.5 If receipts are required for final billing of travel expenses, Client must request this in writing prior to the time of contract signing.

The Client is responsible for all of the below, unless specifically modified in the SOW or the SI Account Manager waives the requirement in writing.

9.1 SECURITY
The Client will provide adequate security to protect all equipment and personnel during the term of the SOW. 

9.2 ELECTRICAL
The Client shall provide the electrical power and circuits necessary for SI to perform the Work. Clients will use only licensed and bonded electricians in preparing electrical requirements. Power must be in place and tested prior to SI arrival on site. 

9.3 TRUCK PARKING / LOADING ZONE
The Client shall provide a place to park all SI vehicles for the duration of the event (unless alternative arrangements have been made). Clients shall also provide access to a safe environment for the loading and unloading of equipment. The Client will be responsible to secure all necessary permissions, permits, road closures and/or venue mandated  staffing to ensure a safe load and unload of equipment. 

9.4 FRONT OF HOUSE, BACK OF HOUSE AND STORAGE
Adequate space must be provided for the safe install and operation of equipment in the “back of house.” Operators requiring an unobstructed view of the stage for safe operation (Audio and Lighting for example) must have adequate space in the audience area no more than 150’ from the stage area or main activity area unless negotiated. Arrangements must be made for the safe storage of all spare equipment and empty cases onsite. If cases must be re-loaded onto trucks or taken off premise additional charges will apply.  

9.5 ADDITIONAL CONSIDERATIONS FOR TRADE SHOW / EXHIBITS

A. The Client agrees that there will be no material handling charges passed on to SI on exhibitor kit generated orders or on exhibits handled directly by SI. In venues where SI is not allowed to load/unload its own equipment, any unloading, forklift, related fees shall be the responsibility of the Client unless prior arrangements have been made and the costs are included on the SOW. 

B. Client agrees to provide SI with secured storage of appropriate size and proximity to the exhibit floor to allow efficient servicing of exhibitors during move in, Event hours, and move out of the show. Client agrees to provide SI with a secure re-keyed storage area for staging back-up and additional Equipment for the duration of the Event beginning with the first move in day and ending on the last move out day. Space must be adequate to store all Equipment. The space should provide a minimum of 1,500 square feet of floor space unless another amount of space is requested and agreed upon.

C. Client will provide dedicated overnight security for the Equipment. In the event of lost or stolen Equipment, Client will be responsible for reasonable costs incurred by SI including extra rental charges due to on site replacement of Equipment.

9.6 PERMITS AND LICENSES
Client agrees to obtain and provide, at own expense, all necessary permits, licenses, and authorizations from any governing entity necessary for the execution of the SOW.

A. Client shall have the exclusive rights to the use of the Equipment during the period set forth in the SOW. In the event that Client operates the Equipment at any time, Client shall assume the risk in use and operation of the Equipment during that period of use. During such period, Client shall be responsible for loss or damage to the Equipment (except ordinary wear and tear) and for liability arising from its use, maintenance, and/or possession of the Equipment EXCEPT to the extent such loss or damage is caused by the direct negligence or willful misconduct of SI. IN THE EVENT OF A MALFUNCTION, CLIENT MUST NOTIFY SI PROMPTLY UPON DISCOVERY AND CLIENT SHALL NOT ATTEMPT TO SERVICE OR REPAIR ANY OF THE EQUIPMENT.

B. SI shall have the right to inspect the Equipment or observe its use at any time. Client shall not make any alterations, additions, or improvements to the Equipment and except to the extent necessary to replace consumables and may not disassemble the Equipment without the prior written consent of SI.

C. Client agrees not to remove or cover the tag, barcodes, insignias, or nameplates on the Equipment showing ownership by SI. In the event of any unauthorized alterations, Client shall reimburse SI to restore the equipment to its original condition.

The obligations and responsibilities in this Section 10.0 supersede any other indemnity obligations in Section 5.0.

In the event any of the Equipment is defective, lost, or damaged, Client shall immediately notify SI. SI, at its option, will either repair or replace the Equipment at its cost (unless the defect, loss, or damage is due to Client’s negligent acts or omissions) as soon as reasonably possible.

If prior to SI replacing or repairing the Equipment, Client elects to not use the Equipment until it is replaced or repaired or Client contracts with a third party to obtain replacement equipment for the defective, lost, or damaged Equipment, the payment required hereunder will be reduced accordingly.

If such defect, loss, or damage is due to Client’s (or its guests and invitees) negligent acts or omissions, then Client agrees to reimburse SI for the full cost of any repairs (including charges of shipping, labor, and parts). Additionally, if the Equipment is damaged, including damages beyond repair, or is lost or stolen during the Term, then unless caused by the sole negligence or willful misconduct of SI, its employees, agents or contractors, Client agrees to reimburse SI for the cost of repairs, (including charges of shipping, labor and parts), cleaning, or for current replacement value, without deduction for depreciation, as applicable.

If such loss is due to actions of Client or anyone under their control, Client further agrees to be responsible for rental costs of the Equipment until such time as the Equipment is replaced or repaired. Acceptance by SI of the return of any Equipment shall not be deemed a waiver by SI of any claims which SI may have against the Client under this section.

12.1 Shipping
Unless shipping is listed on the attached quote, the Client is required to take delivery of the purchased equipment in an appropriate vehicle. If the Client does not have a suitable vehicle Show Imaging can provide delivery at an additional cost. Note that shipping costs listed may not include delivery to the Client

12.2 Returns
Unless defective, if opened and used, product returns will be handled on a case-by-case basis. This applies to all products that are available for purchase. All damaged or defective merchandise returns are subject to inspection at a SI facility before a credit will be issued. Show Imaging may absorb the cost of return shipping for damage/defective merchandise returns. All accommodation returns (non-defective merchandise) must be prepaid by the Client. Any damage incurred by the shipping carrier must be received and so noted on the bill of lading. The Client shall  email SI pictures to the assigned account manager with a signed copy of the damage noted on the Bill of Lading, so that SI may process your return.

12.3 Custom Items
Custom items may not be returned under any circumstances.

12.4 Warranties
Show Imaging does not provide any warranties on sold equipment unless otherwise noted.

12.5 Bill of Sale
All product sales will be evidenced by a signed Bill of Sale, which Bill of Sale may contain additional terms and conditions in connection with the sale of said products.

Client grants SI, its representatives and employees the right to photograph, video, or use the photograph(s) and/or video(s) produced by others, obtained in connection with the Event. SI may use such photograph(s) and/or video(s) for marketing purposes, including web content, print and multimedia marketing materials, capabilities presentations, case studies and proposals. SI agrees to credit any Client, photographers, producers and/or exhibit builders upon request. For all SI produced photos and videos, SI will provide Client with an electronic copy of photographs and videos taken, and will not post or share photograph(s) and/or video(s) of the event via social media for marketing purposes without written permission from the client.

14.1 FOR EVENTS WITH NO SI ONSITE SERVICES

Client shall carry the following: 

A. Commercial General Liability insurance (or equivalent) covering operations, completed operation and product liability, personal injury liability and advertising injury, with a limit of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate, naming SI as an Additional Insured on a primary basis and waiver of subrogation in favor of SI;

B. Client to provide security for SI’s equipment while in its possession on location and while out of SI’s custody and control. Client has three Property Insurance options:

1. Client to provide Property insurance on Equipment, on an “all risk” basis, including windstorm, flood and earthquake perils, and loss in transit, in an amount not less than the full replacement value (NOT rental value) of the Equipment (without deduction for depreciation) naming Show Imaging Inc. as Loss Payee.

2. Client can waive property insurance on SI owned equipment by paying SI a flat fee of $750 to be added to SI’s insurance rider and will only be subject to SI’s deductible (currently $5,000) or to full replacement value if the item or items total value does not exceed said deductible.

3. Clients can waive all insurance requirements and will be charged full replacement value for any damaged, missing or stolen equipment.

C. If Equipment is being transported or unloaded by Client, Business Auto Liability insurance shall also be required, with a limit of not less than $1,000,000 per accident.

14.2 FOR EVENTS WITH SI ONSITE SERVICES
Client shall carry the following: 

A. Commercial General Liability insurance (or equivalent) covering operations, completed operation and product liability, personal injury liability and advertising injury, with a limit of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate, naming Show Imaging Inc. as Additional Insured on a primary basis;

B. Client certifies that they carry Workers Compensation insurance including Employers Liability with a limit of $500,000, and that their employees are covered under their own policy; 

C. Client is to provide security for SI’s equipment while in its possession on location and/or while out of SI’s custody and control. Client has three Property Insurance options:

 1. Client to provide Property insurance on Equipment, on an “all risk” basis, including windstorm, flood and earthquake perils, and loss in transit, in an amount not less than the full replacement value (NOT rental value) of the Equipment (without deduction for depreciation) naming Show Imaging Inc. as Loss Payee.

2. Client can waive property insurance on SI owned equipment by paying SI a flat fee of $750 to be added to SI’s insurance rider and will only be subject to either SI’s deductible (currently $5,000) or to full replacement value if the item or items total value does not exceed said deductible.

3. Client can waive all insurance requirements and will be charged full replacement value for any damaged, missing or stolen equipment.

D. If Equipment is being transported or unloaded by Client, Business Auto Liability insurance shall also be required, with a limit of not less than $1,000,000 per accident. For events where Client will never have any contact or control over Equipment, Property insurance required
is waived.

14.3 DEDUCTIBLES
Client acknowledges it is solely responsible for the payment of any deductibles on claims covered by their insurance. An umbrella or excess liability policy may be used in conjunction with primary coverage limits to meet the minimum required limits. 

14.4 CERTIFICATES
Prior to commencement of any Work by SI, Client shall provide SI with a Certificate of Insurance (“COI) showing evidence of the insurance coverage required above and which names SI as an additional insured.  

14.5 SHOW IMAGING INSURANCE
SI shall, at its own expense, secure and maintain the following coverages: 

A. Commercial general liability insurance in an amount of $2,000,000 per occurrence, combined single limit bodily injury and property damage, including coverage for personal injury, operations, completed operations, and contractual liability. Limits may be provided by a combination of commercial general liability and excess liability policies. Client shall be included as an additional insured on a primary and noncontributory basis for loss for which indemnity is owed to Client; 

B. Automobile insurance for all owned, non-owned, and hired autos used by SI in connection with this Agreement, in an amount of $1,000,000 per accident combined single limit bodily injury and property damage; and  

C. Workers’ compensation in statutory-required amounts.

SI shall provide certificates of insurance evidencing compliance with the provisions of these requirements at the commencement of the Services. SI will provide certificates of insurance, with reasonable terms and limits, as reasonably requested by venue owners and/or operators in order to perform Work. SI will provide a certificate of insurance, as reasonably requested by a venue in order for SI to perform its Services.

SI reserves the right to replace any Equipment listed in the SOW with equivalent or better equipment, without an increase in pricing. Client acknowledges and agrees that SI makes no warranty, express or implied, regarding the Equipment, including without limitation, any warranty of merchantability or fitness for any particular purpose. SI's obligation to the Client shall be limited to the repair or replacement of Equipment, which is defective when delivered to Client and Client agrees that this shall be its sole and exclusive remedy.

Neither party shall be liable to the other for indirect, incidental, special, punitive, or consequential damages such as, but not limited to, loss of profits or revenue, cost of capital, whether or not such party has been advised of the possibility of such damages.

Nonperformance by either Party of any of its obligations under the Agreement will be excused to the extent and only for so long as such performance is rendered impossible by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, strike (other than of the nonperforming Party or its subcontractors), governmental acts, failure of suppliers, pandemic, or any other similar cause beyond the reasonable control of the nonperforming Party that would make it impossible, inadvisable or illegal to render the Services or hold the Event and the nonperforming Party continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible. Client shall reimburse SI for its costs incurred in the event of Force Majeure; the costs being limited to the cancellation policy as described in section 4. and SI agrees to use commercially reasonable efforts to mitigate costs.

This Agreement is for service rendered rain or shine. Clients shall be responsible for maintaining a safe working environment from inclement weather conditions for all personnel and Equipment, using whatever means necessary. Both parties have the right to interrupt the performance of any duties hereunder in the event of inclement weather, lack of safety, or any other conditions which one or both parties regard as hazardous. Any such interruption, postponement or cancellation of services shall not affect Show Imaging's compensation specified on the SOW. If there is rain, wind, or any act of nature that causes damages to Show Imaging equipment/gear, the Client shall be responsible for fixing or replacing the damaged items. Should the weather or force majeure delay the end of the Event or the safe removal or the equipment, the Client will be responsible for any additional expenses and this Agreement will be considered in force until the end of the weather or Force Majeure that caused the delay.

Each of the parties may, during the course of the engagement hereunder, have access to, and acquire knowledge of, or from, material, data, strategies, systems or other information relating to the Work or Event, which may not be accessible or known to the general public. Any such knowledge acquired by SI or Client, as the case may be, shall be kept confidential and shall not be used, published or divulged to any other person, firm or corporation, or in any advertising, or in any other manner or connection whatsoever without first having obtained the written permission of SI or Client, as the case may be, which permission may be withheld in either party’s sole discretion. The provisions of any agreement, including pricing information, and any amendment or supplement hereto, and any and all other agreements made or entered into between the parties shall at all times remain confidential except as required by law.

Client shall comply with all laws, ordinances and regulations in any way relating to the use, operation, or maintenance of Equipment.

Neither the SOW nor the Equipment may be assigned, transferred, pledged, sublet or lent by Client to anyone without prior written consent of SI.

22.0 RECORDING
SI will make every accepted commercial effort to ensure that any requested recording of the Event occurs correctly. In the event of an equipment or media failure SI’s liability is limited to the rental charges for the equipment and/or media charges for the recording media. 

All recordings produced by SI in connection with the SOW are the property of the Client. Recorded files will typically be given to the client via a portable hard drive at the conclusion of the Client’s event. The Client is obligated to verify and ensure the security of all records within 7 days after the load-out. SI will store a compressed h.265 version of the recorded files on a private, company owned server and will retain the recordings for up to 12 months at no charge to Client unless expressly requested otherwise in writing. Client acknowledges and agrees that while the recordings are in storage, responses to requests for the recordings may take up to 72 hours after SI’s receipt of the request.

22.1 RECORDING USAGE RIGHTS
SI makes no warranties or claims with regard to the usage rights of the recorded events. The Client remains wholly responsible for determining what content may or may not be used for any purpose commercial or otherwise and obtaining the proper clearances for any or all usages. 

22.2 CLIENT CONTENT (LIVE EVENT)
The Client agrees that any content that is provided to SI for use is free of any legal or financial encumbrances including (but not limited to):

A. Copyright issues

B. Royalties or rights fees

The Client agrees to be responsible for all costs, royalties, licensing and clearances required for the use of copyrighted material during a live event.
The Client hereby releases SI from all legal responsibility and legal or financial liability derived from the use of copyrighted material during the course of the event.

22.3 CLIENT CONTENT FOR STREAMED OR BROADCASTED EVENT:
Any data, text, graphics, photographs and their selection and arrangement, and any other materials streamed or broadcasted including live presentations and performances is the Client’s content (“Your Content”). Client represents and warrant that Your Content is original to Client and that Client exclusively owns the rights to such content, including the right to grant all of the rights and licenses in these without SI incurring any third-party obligations or liability arising out of its exercise of such rights and licenses. All of Your Content is the Client’s sole responsibility and SI is not responsible for any material that you upload, post, or otherwise make available. By uploading, distributing, transmitting or otherwise using Your Content with the Service, Client grants to SI a perpetual, nonexclusive, transferable, royalty-free, sublicensable, and worldwide license to use, host, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display Your Content in connection with operating and providing the Service. SI does not guarantee the accuracy, quality, or integrity of any user content posted. Client agrees that SI will not under any circumstances be liable for any user content, including, but not limited to, errors in any user content, or any loss or damage incurred by use of user content. SI reserves the right to remove and permanently delete Your Content from the Service with or without notice for any reason or no reason. 

22.4 CONTENT DELIVERY
The Client agrees to deliver all content in a format usable by SI (specifications available upon request) and in a timely manner. The Client additionally accepts that any failure to provide content on time or in the correct format may result in additional charges for re-formatting or operator overtime.   

23.0 SERVICES 
SI uses third-party services to help provide the services, but such use does not indicate that SI endorses them or are responsible or liable for their actions. Examples include but are not limited to Zoom, Skype, Facetime, and Livestream. In addition, SI may embed in its work hyperlinks to redirect users to third-party websites to facilitate its provision of services to Client. The use of such third-party services will be governed by the terms and privacy policy set forth by the corresponding third party. SI offers no actual or implied service level agreements for third party services and will not be liable for disruptions, outages or other failures of these services.

23.1 3RD PARTY NETWORKS
In the case that any of SI’s infrastructure must be run on a third-party network the Client understands that all occasional network disruptions and outages, and SI is not liable for any disruption or loss the Client may suffer as a result.  

23.2 INTERNET PERFORMANCE
If a SOW or an Event requires the use of the internet as a part of it, SI makes no warranties or guarantees regarding the performance of the internet. All online services suffer occasional disruptions and outages, and SI is not liable for any disruption or loss you may suffer as a result. 

23.3 SHOW IMAGING SUPPLIED NETWORKING OR INTERNET SERVICES:
In some instances, SI may be supplying network equipment and or internet connectivity for some or all of the event. In these scenarios SI is relying on Third Parties to supply these services. As such, SI does not guarantee or warrant the performance of these systems.  

23.4 INTERNET ENABLE TECHNOLOGIES
If the event requires the use of an internet enabled technology including, but not limited to video conferencing, remote presentation, web sites, internet polling, or custom applications, these services are provided and used on an “as is” basis and SI shall not be held liable for failures or substandard performance of these technologies. 

Errors and omissions may occur in the course of doing business. The Client and SI agree to limit liability for any error or omission to the commercial value and that nothing in these Terms and Conditions confers rights to any compensation or damages based on an error or omission that occurs. 

No covenant or condition thereof can be waived except by express written consent of SI. Forbearance by SI in any regard shall not constitute a waiver of the covenant or conditions to be performed by the Client.

Sales tax included in quotes or event folders is an estimate and may be subject to change based on applicable local and state regulations. The final sales tax amount will be calculated and reflected on the invoice.

If the Client has a valid resale license or tax exemption certificate, it must be provided in advance.