Standard Terms and Conditions

General. These Standard Terms and Conditions are the only terms which govern the services rendered (the “Services”) and (if applicable) the lease and/or rental of goods, including certain items of equipment and other personal property (collectively, the “Equipment”) by Insignia Event Services LLC (“Insignia”) to Customer pursuant to any duly executed Quotation entered into between Insignia and Customer for the same (referred to herein as the “Quotation” or as the “Rental Agreement”). The Quotation and these Standard Terms and Conditions (“Terms”) (collectively, the “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.

Terms Applicable to Services

If Customer and Insignia entered into a Quotation for Insignia to provide Services to Customer, the following Terms shall apply:

1. Quotations. Insignia will provide Customer with the Services, as further set forth in one or more mutually-executed Quotations. Each mutually-executed Quotation will be executed in connection with a specific engagement and will set forth, among other things: (a) the specific scope of Services to be provided by Insignia, (b) various project activities and tasks to be performed by the parties, and (c) other roles and responsibilities of the parties. To the extent any Quotation contemplates that Insignia will sell or otherwise provide Customer with ownership of any tangible goods, products and/or equipment (excluding any Equipment leased or rented to Customer under the Agreement), such goods, products and/or equipment are referred to herein as (“Deliverables”). Each Quotation will specifically identify the Agreement and indicate that it is subject to these Terms. To the extent that there are any conflicts or inconsistencies between the Terms and any Quotation, the provisions of the Agreement shall govern and control.

2. Customer Obligations. In connection with Insignia’s provision of the Services, Customer shall:

(a) respond promptly to all reasonable requests from Insignia for instructions, information, or approvals necessary or appropriate for Insignia to provide the Services;

(b) cooperate with Insignia in its performance of the Services and provide access to Customer premises, employees, contractors, and equipment as reasonably required to enable Insignia to provide the Services; and

(c) take all steps necessary, including obtaining any required permits, licenses or consents, to prevent Customer-caused delays in Insignia’s provision of the Services and allow Insignia to perform the Services in compliance with all applicable laws and regulations to which Customer or Insignia is subject as a result of Insignia’s performance of the Services.

3. Subcontractors. Insignia may perform the Services and other obligations under this Agreement through subcontractors and agents (“Subcontractors”). Insignia shall be responsible for the acts and omissions of such Subcontractors, including, but not limited to, the payment for any money owed to Subcontractors.

4. Warranties Related to Services.

(a) Mutual Warranties. Each party to the Quotation hereby represents, warrants and covenants to the other party that: (a) each party has the full right, power, authority and capacity to enter into this Agreement and perform its obligations hereunder; (b) when executed and delivered, the Agreement and each Quotation hereunder shall constitute a legal, valid, and binding obligation of each party, enforceable against such party in accordance with its terms and conditions; and (c) each party has obtained and shall maintain all rights, approvals and consents necessary to perform its obligations under the Agreement.

(b) Insignia’s Limited Services Warranty. Insignia warrants to Customer that it shall perform the Services and provide the Deliverables (if any) in accordance with the terms and conditions set forth herein and in any applicable Quotation (the “Services Warranty”). The foregoing Services Warranty is expressly conditioned upon (a) Customer’s provision to Insignia of prompt written notice of any claim thereunder, which notice must identify with specificity the non-conformity; (b) Customer’s full cooperation with Insignia in all reasonable respects relating thereto and (c) with respect to any Deliverables, the absence of any alteration or other modification of such Deliverable by any person or entity other than Insignia.

(c) Limited Remedy. Notwithstanding anything to the contrary herein, Insignia’s sole and exclusive liability and Customer’s sole and exclusive remedy for breach of the Services Warranty shall be as follows: Insignia, at its expense, shall promptly use commercially reasonable efforts to cure or correct such breach; provided that, if Insignia cannot cure such breach within thirty days’ receipt of Customer’s written notice of such breach, Customer may terminate the Agreement by serving written notice of termination to Insignia.

(d) Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES, THE DELIVERABLES (IF ANY) AND ALL OTHER INFORMATION AND MATERIALS THAT MAY BE PROVIDED OR MADE AVAILABLE BY INSIGNIA ARE PROVIDED “AS IS.” INSIGNIA DOES NOT MAKE OR GIVE ANY REPRESENTATION OR WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY REPRESENTATION, WARRANTY OR CONDITION FROM COURSE OF DEALING OR USAGE OF TRADE, AND ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, INSIGNIA MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE OF ANY KIND THAT ANY SERVICES, DELIVERABLES (IF ANY), INFORMATION, MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULT, OR BE ACCURATE, COMPLETE, OR ERROR FREE.

5. Intellectual Property

(a) Ownership. Insignia agrees that, upon Customer’s payment in full, the Deliverables (if any) (which, for the avoidance of doubt, shall not include Equipment) developed by Insignia specifically for Customer as set forth in a Quotation shall be the property of, and ownership shall vest in, Customer, provided that Customer’s ownership of Deliverables excludes all Insignia Proprietary Intellectual Property (as defined below), and any modifications, improvements, or derivatives of the foregoing, that are incorporated into the Deliverables. Insignia agrees to take, at Customer’s cost and expense, all actions requested by Customer which are reasonably necessary to assure the conveyance to Customer of all right, title and interest in and to the Deliverables.

(b) Residual Rights. Notwithstanding anything to the contrary herein, Insignia, its affiliates, and their respective employees and agents shall own and be free to disclose, publish, use and employ any general knowledge, ideas, know-how, experience, and techniques that Insignia acquires during the course of performance under the Agreement (the “Residual Information”).

(c) Insignia Proprietary Intellectual Property. Customer acknowledges that as part of delivering the Services, Insignia personnel may utilize proprietary methodologies, tools, specifications, plans, software, models, trademarks, logos, designs, samples, records, documentation, works of authorship, creative works, ideas, know-how, data or other materials which have been or are originated, developed, licensed, purchased, or acquired by Insignia prior to or independent of the Agreement (collectively, “Insignia Proprietary Intellectual Property”). Customer agrees that all Insignia Proprietary Intellectual Property and Residual Information, and any and all improvements, modifications, or derivatives of the foregoing, are the sole property of Insignia (or its licensors) and that Insignia (or its licensors) will retain sole and exclusive title to and ownership thereof. If any Insignia Proprietary Intellectual Property is embedded in Deliverables, Insignia grants to Customer a worldwide, royalty-free, non-exclusive, transferable, perpetual license to use such Insignia Proprietary Intellectual Property only as a functional element of the applicable Deliverables, subject to any additional terms or limitations set forth in the applicable Statement of Work, and provided that no portion of the Insignia Proprietary Intellectual Property is unbundled from the applicable Deliverable or used separately or other than as instructed by Insignia. Except as expressly provided in the foregoing sentence, nothing contained in the Agreement or in any Quotation shall be construed to grant to Customer any right, title, license or other interest in, to or under any Insignia Proprietary Intellectual Property.

Terms Applicable to Equipment Rentals

If Customer and Insignia entered into a Quotation for Insignia to provide for the rental of the Equipment to Customer, the following Terms shall apply:

1. Title. Insignia retains title to the Equipment at all times. Customer acquires no ownership, title, property, right, equity, or interest in the Equipment other than its leasehold interest solely as lessee subject to all the terms and conditions of the Agreement. Equipment shall at all times remain personal property of Insignia regardless of the degree of its annexation to any real property and shall not by reason of any annexation become a part thereof.

2. Delivery. Unless otherwise agreed to in writing by the parties, Insignia shall deliver the Equipment to the address specified by Customer in the Rental Agreement (the “Delivery Point”) using Insignia’s standard methods for delivery of the Equipment. Customer shall take delivery of the Equipment immediately upon notice that the Equipment has been delivered to the Delivery Point. Customer shall be responsible for all delivery charges described in the Rental Agreement.

3. Services Related to Equipment Rentals. Insignia shall use commercially reasonable efforts to meet any performance dates to render the Services specified in the Rental Agreement in connection with the Equipment. With respect to the Services, Customer shall (i) cooperate with Insignia in all matters relating to the Services and provide such access to Customer’s premises and/or the Delivery Point, and such other facilities as may reasonably be requested by Insignia, for the purposes of performing the Services; (ii) respond promptly to any Insignia request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Insignia to perform Services in accordance with the requirements of the Agreement; (iii) provide such customer materials or information as Insignia may request to carry out the Services in a timely manner and ensure that such materials or information are complete and accurate in all material respects; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.

4. Use of Equipment.

(a) In the event that the Equipment is to be utilized by Customer for a particular event, on or prior to the start of the “event date” specified in the Rental Agreement, Customer shall, at its expense, prepare a suitable site at the “event address” specified in the Rental Agreement for the installation of such Equipment. Customer shall grant Insignia access to the Delivery Point as needed for the purpose of such installation. Customer shall bear all installation charges, including those of Insignia and any required third-party installation charges as determined in Insignia’s discretion.

(b) From the time the Equipment is shipped from Insignia’s facility, until it is returned to Insignia’s designated facility, Customer shall: (i) use the Equipment solely in the conduct of its business; (ii) use and preserve the Equipment in a careful, proper and lawful manner; (iii) in the case of any lease or rental having a term longer than ten (10) days, at its own expense, keep the Equipment in good repair, condition and working order and pay the cost of any and all parts and labor required for that purpose, using only parts manufactured or furnished by the manufacturer of the Equipment; (iv) not make any material alternations to the Equipment; (v) promptly notify Insignia of any loss of or damage to the Equipment; and (vi) assume the entire risk of loss of and damage to the Equipment, and injury or death to persons, from any cause whatsoever arising under the Agreement.

(c) Customer agrees that all equipment, attachments, accessories and repairs made to or placed upon the Equipment shall immediately become the property of Insignia, and subject to the terms and conditions of this agreement as if originally rented hereunder.

(d) Customer shall keep the Equipment at the location specified in the Rental Agreement, and not remove it therefrom without the Insignia’s prior written consent. Customer shall not assign, sublet or pledge any of the Equipment or any interest in the Agreement, and any attempt to do so shall constitute an act of default hereunder.

(e) Customer shall cause any Equipment returned under the Agreement to be in as good condition as when delivered to Customer and complete with all parts, ordinary wear and tear excepted, including without limitation the removal of any marks that Customer may be permitted to apply to the Equipment.

5. Inspection. Insignia may inspect the Equipment at all reasonable times.

6. Compliance with Law; Permits.

(a) Customer shall report and pay to the appropriate authority any and all license fees, registration fees, assessments, charges and taxes, including penalty and interest, assessed against the Equipment due to rental or use thereof and reimburse Insignia upon request for any such amounts assessed against Insignia by reason of the rental or use of the Equipment, except for taxes payable in respect to Insignia’s income.

(b) Any alterations or modifications with respect to the Equipment that may at any time during the initial terms of this agreement, or any renewal term, be required to comply with any applicable law or any governmental rule or regulation shall be at the expense of Customer.

(c) All permits required for Customer to conduct its business as currently conducted and to lease and use the Equipment have been obtained by Customer and are valid and in full force and effect. All fees and charges with respect to such permits as of the date hereof have been paid in full. No event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse, or limitation of any such permit.

7. Insurance.

(a) Customer will procure, maintain, and pay for workmen’s compensation insurance upon its employee operators of the Equipment, which may be required in any jurisdiction where the Equipment may be used or operated, unless Customer shall have qualified as a self-insured therefor. If, at any time, such insurance shall not be in effect, Customer may not, and will not, use or operate any item of Equipment for which such insurance shall not be in effect.

(b) Customer, at its own expense, will maintain all risk insurance coverage on the Equipment for its full replacement value, and also such other insurance as Insignia may require, in amounts and under policies acceptable to Insignia, with loss payable to Customer and Insignia as their respective interests may appear. Upon request of Insignia, Customer shall furnish certificates of insurance evidencing such coverage. Each policy shall provide for thirty (30) days written notice to Insignia of the cancellation or material modification thereof. Each policy must name Insignia as an additional insured without imposing on Insignia any expense in connection with each policy.

(c) These insurance requirements for the Equipment rentals are in addition to and not in replacement of the insurance requirements applicable to all Quotations, whether or not inclusive of the Equipment rentals.

8. Damage; Loss; Destruction.

(a) Customer shall promptly notify Insignia of each accident involving the Equipment, including time, place, nature of the accident or damage, and such other information as may be known; advise Insignia of all correspondence, papers, notices, or documents received; aid in the investigation and defense of all such claims; and assist in the recovery of damages, from third parties liable therefor.

(b) In the event of damage to or loss, destruction or theft of the Equipment or any part thereof, Customer shall pay to Insignia the full value of the Equipment at the time of such occurrence except to the extent that Insignia receives proceeds of Customer’s insurance covering the Equipment. Such payment may, at Insignia’s option, be applied (i) to repair the Equipment, or (ii) to afford Customer a pro rata reduction in the rental payments attributable to the lost or damaged Equipment, or (iii) to replace the Equipment with equipment of the same make and the same or later model.

Terms Applicable to All Quotations

The following Terms apply to all Quotations, whether for the rendering of Services or the rental of Equipment, or any combination thererof:

1. Fees and Expenses. Customer shall pay to Insignia the fees and other compensation set forth in the Quotation (the “Fees”). Customer will also reimburse Insignia for all reasonable out-of-pocket expenses paid or incurred by Insignia in connection with the Services or the rental of the Equipment and any other reimbursable items set forth in the Quotation.

2. Invoices; Payments. With respect to any amount due to Insignia under the Agreement, including pursuant to any Quotation (unless specifically set forth otherwise therein):

(a) Insignia will invoice Customer for all Fees and reimbursable items payable to Insignia on a monthly basis (or such other schedule as may be set forth in the Quotation);

(b) Customer will pay or authorize an automatic ACH transfer for the invoiced amount in full within fourteen (14) days of the date of each invoice (such date, the “Payment Due Date”), without deduction, setoff, defense or counterclaim for any reason, provided that Customer may withhold amounts disputed in good faith and communicated in writing to Insignia pending resolution of such dispute; and

3. Late Payments. In addition to Insignia’s rights and remedies under applicable law and/or as otherwise set forth in this Agreement, Customer shall reimburse Insignia for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition, Insignia will have no obligation to perform any Services or provide any Deliverables when any amount required to be paid by Customer remains due and unpaid beyond the applicable Payment Due Date. Any suspension of the Services by Insignia as a result of Customer’s failure to make payment as required will extend the due dates of the Services and Deliverables to the extent impacted by such suspension or delay.

4. Taxes. Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer hereunder; provided that, in no event shall Customer pay or be responsible for any taxes imposed on, or regarding, Insignia’s income, revenues, gross receipts, personnel, or real or personal property or other assets. Insignia will invoice Customer for any taxes payable by Customer that are required to be collected by Insignia.

5. Limitations of Liability.

(a) CUSTOMER UNDERSTANDS THAT INSIGNIA MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT OR THE SERVICES OR ANY DELIVERABLES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

(b) CUSTOMER ACKNOWLEDGES THAT THE EQUIPMENT AND THE USE OR OPERATION OF THE EQUIPMENT INVOLVES A HIGH DEGREE OF DANGER. IN NO EVENT SHALL INSIGNIA BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT INSIGNIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL INSIGNIA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO INSIGNIA HEREUNDER.

6. Indemnity.

(a) Insignia shall not be liable for any direct, indirect, special or consequential damages or loss (i) resulting from the non-delivery, delivery, manufacture, installation, use or operation of the Equipment, or from any defects in, failures, malfunctions, repairs, replacements or alterations thereof, or (ii) without limitation, any other liability of any nature with respect to the Equipment, or the Agreement or any breach thereof or arising out of negligence

(b) Furthermore, Customer shall indemnify and hold harmless Insignia, its directors, officers, employees, agents and representatives, from any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities (collectively, “Claims”), including attorneys’ fees, arising out of, connected with, or resulting from, the Agreement or the breach thereof, including without limitation (a) the selection, design, manufacture, delivery, purchase, acceptance, or rejection of the Equipment or the ownership of the Equipment; (b) the lease, possession, maintenance, use, condition, repair, return, disposition, operation, storage, or transportation of any Equipment, any parts, or any modifications thereto (including, without limitation, latent and other defects, whether or not discoverable by Insignia or Customer); (c) any inaccuracy in or breach of any of the representations of Customer contained in the Agreement; (d) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Customer pursuant to the Agreement; (e) any assertion of the infringement of patent, trade secret, trademark, copyright, or other intellectual property rights of third parties; (f) any damage to the Equipment, and injury or death to persons, from any cause whatsoever arising from the Agreement; (g) any violation by Customer of applicable law; (h) any use of the Services by Customer which gives rise to any Claims by third parties; or (i) any negligent, intentional, or reckless act or omission by Customer or any of its affiliates, employees, representatives, contractors, or agents which gives rise to a Claim against Insignia.

7. Confidential Information. All non-public, confidential or proprietary information of Insignia, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Insignia to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with the Agreement is confidential, solely for the use of performing the Agreement and may not be disclosed or copied unless authorized in advance by Insignia in writing. Upon Insignia’s request, Customer shall promptly return all documents and other materials received from Customer. Insignia shall be entitled to injunctive relief for any violation of the confidentiality obligations of the Agreement. The confidentiality obligations contained herein do not apply to information that is: (a) in the public domain; (b) known to Customer at the time of disclosure; or (c) rightfully obtained by Customer on a non-confidential basis from a third party.

8. Non-Solicitation of Insignia Employees and Contractors. Customer acknowledges the substantial amount of time, money, and effort Insignia has spent and will spend in recruitment of competent employees and independent contractors, and Customer agrees that during (i) the Term, and (ii) the 12-month period following the expiration of the Term (collectively, the “Nonsolicitation Period”), neither Customer nor any of its affiliates will directly or indirectly, alone or in conjunction with or on behalf of others, employ, solicit for employment, attempt to employ or actively assist any other person or entity in employing or soliciting for employment, independent contractor, partnership, or similar relationship any person, who is or who is hereafter employed by, or in an independent contractor relationship with, Insignia or any successor of Insignia, or defame or disparage Insignia or its management or personnel to any third party or Insignia’s employees, vendors, or contractors. The foregoing paragraph shall not restrict Customer from hiring any personnel who respond to a general soliciation not targeted at Insignia personnel.

9. Customer Representations and Warranties.

(a) Customer is duly licensed and qualified to do business and is in good standing in each jurisdiction in which Insignia’s performance of the Services or the lease of the Equipment under the Agreement makes such licensing and qualification necessary.

(b) Customer has full and unrestricted legal right, power and authority to enter into this Agreement. Customer represents that neither the execution and delivery of the Agreement nor any other agreement or consummation of the transactions contemplated hereby will conflict with or result in any violation of, or result in default or loss of a benefit under, or permit the acceleration of any obligation under, any judgment, order, decree, mortgage, contract, agreement, deed of trust, indenture, lease, or other instrument or any federal, state or local statute, law, ordinance, rule, or regulation applicable to Customer or any of its assets or property.

(c) Customer is not presently a party to, subject to, or bound by any agreement or any judgment, order, writ, injunction, or decree of any court or any governmental body which contains any provision which would or could operate to prevent the carrying out of the Agreement or the transactions contemplated hereby. There are no actions, suits, proceedings at law or in equity by any person or entity, or any arbitration or administrative proceeding or other proceeding pending or threatened, which could prevent consummation of the transactions contemplated by the Agreement.

(d) No consent, approval, authorization or other action by, or filing or registration with, any federal, state or local governmental authority, or any other person or entity (other than Insignia), is required in connection with the execution and delivery by Customer of the Agreement, the consummation for the transactions contemplated hereby, or the performance of Customer’s obligations hereunder.

(e) Customer is in compliance with all applicable laws and will not use the Services, the Deliverables, or any items of Equipment for any unlawful purpose or in any manner reasonably foreseeable to cause any direct or indirect harm to Insignia or its brand or reputation.

10. Term and Termination.

(a) The term of this Agreement shall be for the length of time identified in the Quotation (the “Term”). The Agreement may not be cancelled by Customer for any reason so long as Insignia has not materially breached the Agreement and failed to cure such breach within a reasonable time after written notice from Customer.

(b) In addition to any remedies that may be provided under the Agreement, Insignia may terminate the Agreement with immediate effect upon written notice to Customer, if Customer: (a) fails to pay any amount when due under the Agreement; (b) has breached or otherwise failed to comply with any of these Terms, in whole or in part and fails to cure such breach or noncompliance within five (5) days after notice from Insignia; or (c) 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.

(c) Upon termination of the Agreement, (a) Customer will, at its own cost and expense, promptly return the Equipment to Insignia or arrange for Insignia to retrieve the Equipment from Insignia in the same condition as received, reasonable wear and tear and normal depreciation excepted; (b) Insignia may cease all of the Services under the Agreement except to deliver to Insignia all Deliverables not yet provided to Insignia, which Deliverables may be works-in-progress when delivered; (c) Customer shall return to Insignia (or, at Insignia’s request, destroy) all Insignia Proprietary Confidential Information in Customer’s possession; and (d) Insignia will be entitled to recover full payment for all the Services and rentals of the Equipment through the end of the Term.

(d) Unless Insignia has materially breached the Agreement with respect to Customer, no termination of the Agreement will entitle Customer to any refund or reduction in the full amount of the Services and rental of the Equipment, if applicable, in whole or in part, and termination shall not relieve Customer of any remaining liability under the Agreement or any executed Quotation.

11. Remedies. If Customer breaches its obligation to pay for the Services or rentals of the Equipment when due or any of the other Terms, or if Customer becomes insolvent or ceases to do business as a going concern, or if the Equipment or any part of it is abused, illegally used or misused, or if Customer makes an assignment for the benefit of creditors, or if a petition in bankruptcy or for arrangement or reorganization is filed by or against Customer, or if property of Customer is attached or a receiver is appointed for Customer or any of Customer’s property, or if Customer is in default pursuant to the provisions of any other agreement by and between Insignia and Customer, or whenever Insignia may deem the rentals of the Equipment insecure, Customer hereby authorizes Insignia to enter, with or without legal process, any premises where the Equipment may be and take possession thereof, or at the request of Insignia, Customer will assemble the Equipment and make the Equipment available to the Insignia, in whole or in part as requested, at such place or places designated by the Insignia. All remedies herein are cumulative and any or all such remedies may be exercised in lieu of or in addition to any remedies at law, in equity or under statute. If after default the Agreement is placed with an attorney for collection of unpaid rentals or enforcement of any other right or remedy of Insignia, Customer shall pay reasonable attorneys’ fees. Waiver of any default shall not be a waiver of any other or subsequent default.

12. Assignment. Customer shall not assign or sublease any of its rights or delegate any of its obligations under the Agreement without the prior written consent of Insignia. Any purported assignment, sublease, or other delegation in violation of this Section is null and void. No assignment, sublease, or delegation relieves Customer of any of its obligations under the Agreement.

13. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

14. Force Majeure. Insignia shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached the Agreement, for any failure or delay in fulfilling or performing any term of the Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond its reasonable control including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, pandemic or epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

15. No Third-party Beneficiaries. The Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

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

17. Governing Law. All matters arising out of or relating to the Agreement are governed by and construed in accordance with the internal laws of the State of Arizona without giving effect to any choice or conflict of law provision or rule (whether of the State of Arizona or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Arizona.

18. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

19. Notices. All notices required to be given hereunder shall be in writing and shall be deemed adequately given if sent by registered or certified mail to the other party at the address of such other party as set forth in the Quotation, or at such other place as either party may designate in writing to the other party.

20. Amendment and Modification. The Agreement and any attachments hereto constitute the entire agreement of the parties with respect to the subject matter hereof. No variation or modification of the Agreement and no waiver of any of its provisions or conditions shall be valid unless in writing and signed by both parties.

Entire Agreement. The Agreement, including these Terms and the Quotation, constitutes the complete and exclusive statement of the agreement between the parties to the Quotation regarding the subject matter herein and supersedes all proposals, oral or written, and all other prior or contemporaneous communications.

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