Any change or modification to the Scope of Work must be in writing and agreed to by both an authorized representative of Customer and HB Live to be binding (“Change Orders”). The Contract Price shall be adjusted to reflect the Change Orders.
Customer may cancel the Production Services by providing written notice to HB Live with return receipt (“Cancellation”). The following fees apply:
14 Calendar days prior to the start date: expenses and costs incurred in the planning of the project
14 to 7 Calendar days prior to the start date: 50% of the total contract amount
7 to 2 Calendar days prior to the start date: 75% of the total contract amount
Less than 2 Calendar prior to the start date: 100% of the total contract amount
Postponement and/or rescheduling: Customer may reschedule to a mutually agreed date within 15 days of the original schedule, it may be subject to a rescheduling fee as follows:
14 to 7 Calendar days prior to the start date: documented expenses directly attributable to the reschedule.
7 to 2 Calendar days prior to the start date: 50% of the contracted total Staffing amount
Less than 2 Calendar prior to the start date: 100% of the contracted total Staffing amount
HB Live’s equipment and staffing is subject to availability and pricing may change accordingly.
OWNERSHIP/USE OF PROPERTY: The Property delivered to the Job Location(s) by HB Live is, and shall at all times be and remain, the sole and exclusive Property of HB Live; and the Customer shall have no right, title or interest therein or thereto. Customer shall have the right to operate the equipment in accordance with the manufacturer’s instructions and pursuant to the terms of this Agreement. Customer shall make no alterations, changes, or modifications to the Property, including but not limited to defacing, removing, or covering any nameplates on the Property showing HB Live’s name and identification of ownership or that of the manufacturer, without having obtained the prior written authorization of HB Live. If Property is removed, stolen or damaged by Customer’s attendees, guests, employees, performers, or other persons, then Customer shall be in Default and shall be liable for the cost of repairing or replacing the Property in HB Live’s sole discretion.
PROTECTION OF PROPERTY: The risk of loss of the Property shall pass from HB Live to Customer upon delivery of the Property to the Job Location(s) on the Load In Date and continue through the Load Out Date. Customer shall be required to obtain and maintain, at Customer’s sole cost and expense, a proper security force (“Security”) to ensure protection and security of all Property from loss, theft and/or damage and HB Live’s crew from bodily injury. If Customer fails to procure proper Security, then HB Live shall have the option, but not the obligation, to hire its own Security at Customer’s sole cost and expense.
Customer hereby assumes and shall bear the entire risk of loss and damage to the Property from any and every cause whatsoever except for any damage to the Property caused by HB Live’s crew.
INDEMNIFICATION AND INSURANCE PROVIDED BY CUSTOMER: Customer agrees to defend, indemnify, and hold HB Live, its parent, subsidiary and affiliated companies and their owners, officers, and employees harmless from and against any and all claims, actions, causes of action, demands, rights, damages of any kind, costs, loss of profit, expenses and compensation whatsoever including court costs and reasonable attorney fees (“Claims”), in any way arising from, or in connection with, the Event irrespective of the cause of the Claim except as the result of HB Live’s gross negligence or willful misconduct.
INDEMNIFICATION AND INSURANCE PROVIDED BY HB LIVE: HB Live agrees to defend, indemnify, and hold Customer harmless from and against any and all claims, actions, causes of action, demands, rights, damages of any kind, costs, loss of profit, expenses and compensation whatsoever including court costs and reasonable attorney fees (“Claims”), arising from HB Live’s gross negligence or willful misconduct.
ACCESS TO JOB LOCATION(S): Customer hereby agrees to provide, or cause to be provided, to HB Live, all necessary and unobstructed access to the Job Location(s) (including, without limitation, ingress and egress, access to all necessary electrical hookups, and adequate power necessary for the operation of the Property), and sufficient space for the installation, set-up, operation, use, maintenance, and removal of the Property. Without limiting the foregoing, Customer shall be responsible for obtaining and maintaining all rights of way and associated consents, waivers, licenses, easements, utilities, electrical hookups and permits (including electrical permits), as well as sufficient working space or setbacks from all structures or improvements now or hereafter erected at the Job Location(s) with respect to the Property. If, in the course of the Agreement, HB Live discovers that its ability to install, operate, set-up, run, use, and maintain the Property is impeded by the site conditions or the inability to access the site, it shall notify Customer of such conditions and Customer shall take immediate actions to correct the site condition problems, at Customer’s expense. The failure of Customer to promptly correct such conditions and/or problems shall constitute a Default.
LIMITATIONS OF LIABILITY: In addition to other provisions set forth in the Agreement, HB Live shall not be liable for any loss, damage, or injury arising from the installation, use, operation, maintenance, and/or removal of the equipment, unless due to the gross negligence or willful misconduct of HB Live. Notwithstanding anything contained to the contrary herein, the maximum liability imposed on HB Live may not exceed the Contract Price.
NOTWITHSTANDING THE FOREGOING, IT IS AGREED THAT UNDER NO CIRCUMSTANCES SHALL HB LIVE BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, OR FOR ANY OTHER DAMAGES, OR SUMS PAID BY BUYER TO THIRD PARTIES, EVEN IF HB LIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CONTRACT PRICE STATED IN THE AGREEMENT IS CONSIDERATION IN LIMITING HB LIVE’S LIABILITY. THERE ARE NO WARRANTIES, EXPRESSED OR IMPLIED, BY HB LIVE TO CUSTOMER, EXCEPT AS OTHERWISE EXPRESSLY CONTAINED IN THE AGREEMENT, AND HB LIVE SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE TO CUSTOMER, NOR TO ANY THIRD PARTY, OF ANY KIND AND HOWEVER CAUSED, WHETHER BY ANY PROPERTY, ITS USE, OPERATION, REPAIR, MAINTENANCE, REMOVAL, OR ITS FAILURE, OR BY INTERRUPTION OF SERVICE. HB LIVE SPECIFICALLY DISCLAIMS, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
DEFAULT: If Customer fails to make payments, breaches any of the duties, terms, covenants, conditions, and/or restrictions set forth in the Agreement, or fails to timely perform any other obligation required under the Agreement, then Customer shall be deemed to be in default of the Agreement (“Default”). In the event of a Default, HB Live shall be entitled to all remedies under law or equity. In addition, HB Live shall have the right, in its sole discretion, to refuse performance, suspend performance, and/or terminate further performance without incurring liability. Any such actions shall not relieve Customer from its obligations to pay the Contract Price. Further, if Customer fails to pay HB Live any monies due to HB Live under the Agreement, then Customer shall be obligated to pay to HB Live interest in the amount of one- and one-half percent (1.5%) per month until payment in full of the Contract Price and any interest. Further, in the event of a Default by Customer, HB Live shall be entitled to recover all costs and expenses, including reasonable attorneys’ fees, incurred in enforcing or attempting to enforce its rights under the Agreement.
EXCUSE FOR NONPERFORMANCE: HB Live is not responsible for any failure of or delays in the delivery or set up of the Production Services under the Agreement to the extent such failure or delay arises from or relates to a Default by the Customer and/or a Force Majeure Event. A "Force Majeure Event" is defined as any of the following: weather conditions; power failure; vandalism; theft; natural disasters; Governmental Unit rules, regulations, or orders, including orders or judgments of any court or commissions; delay or failure in obtaining necessary permits; Acts of God; strikes or labor disputes; war or acts of terrorism; the presence of hazardous, toxic or other dangerous materials; issues related to the Job Site and site conditions which are not reasonably foreseeable; or any other cause or condition beyond the control of HB Live.
CONFIDENTIALITY: Customer may not, except within the scope of the Agreement, directly or indirectly, divulge, reveal, report, publish, transfer, disclose, or use any Confidential Information. “Confidential Information” shall mean all private or nonpublic information that has been obtained or disclosed to Customer as a result of this Agreement and the provision of Production Services by HB Live, including, but not limited to, information concerning Property, patterns, designs, drawings, production or engineering data, or other technical proprietary information. Customer acknowledges that such documents and information are Confidential Information and the sole exclusive property of HB Live. Upon termination of this Agreement or upon request by HB Live at any time, Customer shall surrender and return to HB Live such Confidential Information, along with any copies or printouts of such information, in any medium.
Customer acknowledges and agrees that the employees of HB Live who perform the Services are a valuable asset to HB Live and are difficult to replace. Accordingly, during the term of this Agreement and for a period of one (1) year thereafter, Client shall not solicit, whether directly or indirectly, the employment of any HB Live’s employees without the prior written consent of HB Live. If Customer violates this Section, the parties agree that Customer shall pay to HB Live the sum of one hundred thousand dollars ($100,000) as liquidated damages. The parties further agree that precise monetary damages for Customer’s violation of this Section would be difficult to ascertain and that the foregoing sum represents a fair and conservative approximation of cost of recruitment, hiring and training that would be incurred by HB Live.
Customer may not assign the Agreement or its interest in the Production Services without the prior written consent of HB Live. The Agreement shall be governed by the laws of the State of Connecticut. The parties agree that any action concerning the terms of the Agreement shall be brought in a Court of competent jurisdiction in the State of Connecticut. The parties hereby consent to be subject to the jurisdiction of New Haven County, Connecticut. If any provisions of the Agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any way affect or render invalid or unenforceable any other provision of the Agreement and the Agreement shall be carried out as if such invalid or unenforceable provision were not contained herein. A failure by either party to enforce any right under the Agreement shall not at any time constitute a waiver of such right or any other right, and shall not modify the rights or obligations of either party under the Agreement. This Agreement with these Terms and Conditions supersedes all prior agreements and understanding between the parties hereto concerning the subject matter herein, and constitutes the entire agreement between Customer and HB Live. The Agreement shall not be amended, modified, revised, or terminated except by further written agreement signed by Customer and HB Live. The Agreement may be executed in any number of counterparts and/or by facsimile, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.