Purchase Terms and Conditions

Order Placement & Payment

Order Acceptance: All orders are subject to approval at our headquarters in St Petersburg, FL. Our sales associates are ready to take your order by calling (727) 295-0214 or by emailing sales@thundercitypro.com Monday - Friday, 8:30 AM to 6:00 PM ET. Certain products announced by the manufacturer may not be available and are therefore listed as preorder items. We will do our best to give customers an anticipated delivery date based on our suppliers’ estimations. These estimations are subject to change. If you choose to order such an item, your credit card will not be billed until the item has shipped. All orders placed through Thunder City Production Solutions, LLC (TCPS) are subject to a standard $3.00 handling charge. This charge is reflective of the cost of processing and packaging your order and is a guarantee of our service during and after the sale.

Open Account: Most accounts can be credit scored within 48 hours via our direct link with Experian. Orders from Experian rated firms, government agencies & public institutions, meeting our credit standards, will be shipped on open account. Terms are NET 20 days from date of invoice. We will charge 1.5% Late Charge per month (18% annually) on all past due balances. Open account is also available to other businesses & private institutions pending our credit approval. Credit references from a bank & trade sources including account numbers, addresses & phone numbers are required for credit clearance (please allow 30 days).

All Employees/Representatives are fully accountable for all purchases made on your account. Any unauthorized purchases are entirely your responsibility.

Hardcopy Purchase Orders are still encouraged to be forwarded via email/fax. All orders are to be marked "Confirmation of Order" to avoid internal duplication of order.

Partial/Ship Complete option - Please be sure that your Accounts Payable dept will pay for any partial shipments and is responsible for any order you've authorized the release of.

Credit & Charge Cards: All credit card purchases will incur a transaction fee of 3.5%. Visa, Mastercard, Discover & American Express orders are accepted. Please supply your account number, full name as it appears on your card, expiration date, security code and billing address. All cards are subject to verification of billing & shipping address. Shipping and Handling charges will be added to the charge slip when applicable.

Debit Cards: TCPS is not responsible for spending holds or insufficient fund availability on debit card transactions or declined amounts. There are two transaction allocations applied to every order, initial funds verification and charges of the actual sale. Check with your financial institution's policies concerning any debit card related issues, which may vary depending on use.

Prepaid Orders: Orders requiring payment in advance are guaranteed to be fulfilled in a timely manner. In the event a prepaid order is unable to be fulfilled, a refund check may be issued without penalty or fees.

Sales Tax: We collect sales tax for the order total including (where applicable) the shipping charge, whether the shipment originates from our offices or is shipped directly from the manufacturer, when orders are shipped to any jurisdiction that requires us to collect and remit state and/or local sales or use tax. Sales tax will not be collected on orders shipped to Alaska, Delaware, Montana, New Hampshire or Oregon. Some items may be exempt from sales tax in certain states and jurisdictions based on your taxpayer status, use of the equipment, or other specifics of the local law. As required by the designated state’s tax compliancy regulations, please provide your tax exemption form within the required amount of days from placing the order (check with your state’s tax compliancy regulations for a time limit to provide valid exemption certificate). If you haven’t established your tax-exempt status with us already, you may enter your exemption number in the comments box during checkout and email a copy of the certificate to tax@thundercitypro.com. We will then get your account set up and remove the sales tax from your order.

General Sales Policy

Substitutions: We reserve the right to substitute items of comparable function & quality in cases where the manufacturer has discontinued or has difficulty in delivering a specified item. We will do our best to provide notice prior to substituting any item. Substitutions may be returned.

Bids, Quotes & Contracts: Special offers, bonuses, instant savings & premiums presented by TCPS do not pertain to bid, quote & contract sales.

Contact a TCPS Sales Specialist at:

(727) 295-0214

sales@thundercitypro.com

Prices: All prices are subject to change without notice. Orders will be invoiced at pricing prevailing at the time of shipment. Prices are not guaranteed. List prices shown on this website are suggested by the manufacturer of the respective item. When the manufacturer has not established a list price, TCPS will establish its own list price based on what we believe the market value to be for that item. This does not mean that we have ever sold the item at list price.

Low Price Guarantee: We will do our very best to meet or beat any legitimate publicly advertised price from an authorized dealer on any item that we sell. Prior to order, please e-mail a copy of a competitor’s quote or web page displaying a lower price.

Special Offers, Closeouts and Demo/B-Stock Items: Special pricing and availability on New/Unused, Closeout or B-Stock items is valid solely for items that are In Stock, and quantities may be limited. Please contact sales if you wish to purchase several Special Offer, Closeout or Demo/B-Stock Items to ensure availability.

Cancellations: All sales are final. Any refunds, returns, adjustments will be at the sole discretion of Thunder City Production Solutions, LLC.

Computers & Software Sales Policy

Due to restrictions placed upon us by manufacturers, computers, installed computer accessories & software are warranted by the manufacturer only. Installation of unauthorized computer hardware, computer programs and software, including files downloaded and accessed on the Internet, can introduce security vulnerabilities. We are not responsible for anything installed on your device(s). You must contact each manufacturer directly for operating system & software updates. All provided/configured software is registered with the respective software companies & is subject to terms and conditions of use thereof.

All software purchases are non-returnable. Once an activation code is transmitted via email or communicated via any other means, all sales are final.

Shipping Policy

All orders are shipped F.O.B. ship point (usually Saint Petersburg, 33716) unless items are shipped directly to you from the manufacturer (Drop Shipments).

Shipping Quotes: TCPS sales representatives will make every attempt to provide you with a fair and accurate price quote for shipping costs. Verbal quotes are given as a guideline only and may differ from the exact cost. We reserve the right to honor only freight quotes provided in writing by TCPS.

Due to reconsignment of shipping from various freight carriers, it may take 45 days to charge/invoice for shipping and/or other related delivery charges. A separate charge/invoice containing these additional delivery/and or freight charges may occur.

Dimensional Size: Dimensional weight considers density, which is the amount of space a package occupies in relation to its actual weight, to determine billable weight. In some cases, dimensional packaging charges cannot always be determined at the time of your order. UPS and FedEx currently impose surcharges for packages exceeding 48” and 96” in length. This is a carrier charge and not a charge imposed by TCPS.

Signature Required on Residential Shipments: Our carriers require a signature on some shipments sent to a residential address. Please plan accordingly so your package can be delivered in a timely fashion.

Package Release: TCPS cannot authorize any carrier to release a package without signature.

Truck Freight Deliveries: Some larger items sold by TCPS, such as TVs, large rack cases and furniture, must be delivered via Truck Freight. Such items may only be shipped within the 48 contiguous United States. Truck drivers are required only to deliver to your curb-side & are not required to assist the customer beyond the point of delivery. PLEASE HAVE ASSISTANCE AVAILABLE if you have ordered a truck shipped product. Please allow 2-3 weeks for delivery of trucked items.

Please Note on All Truck Freight Deliveries: Inspect the pallet or container carefully prior to signing the Bill of Lading. Most freight carriers will not cover damages once the BOL has been signed.

Expedited Shipping Policy: The delivery time guarantee of expedited services (Overnight, Next Day, 2-Day, etc.) is subject to the terms of the shipping carrier. We use UPS and FedEx as our primary carriers and suggest you check their current policies prior to selecting an expedited service. Shipment reimbursement is subject to carrier policy at the time of transaction.

Return Policy

ALL RETURNS ARE SUBJECT TO THE APPROVAL OT THUNDER CITY PRODUCTION SOLUTIONS, AND MAY BE DENIED FOR ANY REASON WITHOUT CAUSE. BELOW ARE EXAMPLES OF APPROVED AND DENIED RETURNS:

Merchandise in the original, unopened manufacturer's package that is undamaged may be returned PREPAID via an insured service within 30 days from date of receipt. Returns are subject to an inspection & restocking charge of up to 25% of the merchandise value (except in-warranty defective merchandise or merchandise shipped in error by TCPS). Shipping & handling charges are not refundable. All returned merchandise must be in resalable condition & include all blank documentation, manuals, warranty cards, accessories etc. and any free items if they were included with the original purchase. If any of these items are compromised, missing or lost, we reserve the right to refuse the return or apply a restocking fee above the standard percentage charge. Any returns after 30 days are subject to refusal.

Please Note: The following items are not returnable unless shipped in error or defective.

• Non-stock/Special order items and custom items are non-cancelable and non-returnable.

• Software

• Bulk Wire & Cable Cut to Order by the foot.

• Bulbs / Lamps, chemicals, batteries and similar expendable items.

• Microphones, headphones or any item that has contact with ears/eyes or mouth.

• Underwater equipment that has been submerged.

• Internal PCI cards, with broken factory seal or packaging.

• Items not in original packaging. (Blister packed, original factory product boxes).

Manufacturer Direct Drop-Shipped items, if deemed returnable by our returns department, will be subject to the vendor’s restocking fees in addition to TCPS’s

All returns may be subject to a 15%-25% inspection & restocking charge (except for in-warranty defective merchandise or merchandise shipped in error by TCPS).

If you return a purchase delivered using a free shipping method, then the cost of shipping will be deducted from any refund or credit if applicable.

Shipping and handling charges incurred by any returned item are not refundable (except for merchandise shipped in error by TCPS).

All returned merchandise must include all documentation, manuals, warranty cards, literature, accessories etc. If any of these items are compromised, missing or lost, we reserve the right to refuse the return or restock up and above the standard percentage charge.

All returned merchandise must be re-packaged as "a box within a box." Please do not ship your return in the original manufacturer product boxes as the primary packaging. Boxes can be marred and damaged, which will degrade the condition of the box and will seriously affect its restocking/resale value.

TCPS will make every attempt to assist you if a product you've purchased from us has failed or needs repair. We may be unable to provide emergency loaner or replacement items at no charge.

Repair Charges/Service Fees: If you have purchased an item that is outside of the 30 days return policy and requires service or repair, we encourage you to contact and make arrangements directly with the manufacturer. This is a more convenient avenue for you to communicate and deal directly on product issues and have the manufacturer expedite and extend their expertise to you. If the item is sent to us to manage with the manufacturer, service fees for all items may be incurred. Any additional repair and freight charges may also apply. Please contact our customer service department for advisement or warranty repair information.

Please allow ample time for processing your return (typically your next credit card statement). If you have any questions regarding the status of a return & or the eligibility of an item you wish to return, feel free to contact your account representative.

Questions? Email the Returns Department at shipping@thundercitypro.com

Damaged Merchandise Policy

We use the finest packing materials available & every effort is made to prevent damage. We often place the manufacturer’s box inside our own for additional protection. Damaged Item Claims must be made with the carrier within two (2) business days of merchandise receipt. In the event damaged merchandise is received, retain the original shipping carton as proof & take the following steps:

United Parcel Service (UPS - 800-742-5877) - Contact your local UPS office for an inspection report. Do Not return the merchandise yourself. Follow the instructions of your UPS representative. Keep a record of the name and extension of the representative.

Federal Express (Fed-Ex - 800-463-3339) - Contact your local Fed-Ex office for an inspection report. Do Not return the merchandise yourself. Follow the instructions of your Fed-Ex representative. Keep a record of the name and extension of the representative.

Parcel Post (USPS) – If merchandise is damaged, take the package to your local post office & file a damage claim. The post office will investigate the claim & make restitution to cover the damage. Keep a record of the postal representative who assisted you with the claim.

Truck Line – If merchandise is delivered to you in a damaged condition, note the nature of the damage on the driver's copy & your copy of the freight bill. Have the driver sign both copies. You can now file a claim with the carrier. If concealed damage is found, keep the damaged carton & call the truck line immediately for an inspection report.

Lost Merchandise Policy

Merchandise lost in shipment will be replaced upon notification from the carrier of non-delivery and after a claim is filed.

Claims & Shortages: Claims for shortages/missing items must be made to TCPS within two (2) business days of shipment receipt. Claims for non-delivery must be made within ten (10) business days from date of invoice in order to properly assist you in your claim against the carrier.

Partial Shipments & Backorders: Every effort is made to ship orders fast & complete. We will partial ship & backorder where we deem appropriate unless otherwise instructed. Backordered items will be automatically shipped & invoiced when they become available. Partial shipments are due for payment within 20 days of invoice date. Some drop shipments, furniture & large production orders may require extra time for delivery (please allow 4-6 weeks). If you cannot accept partials, please indicate in writing on your purchase order or select the Ship Complete option during checkout.

Limited Warranty & Liability

The warranty period for products sold by TCPS are governed by the policies of the product manufacturer. If the product is defective in material or workmanship, or fails to operate for its intended purpose as described during the warranty period, you can contact the manufacturer directly or we can assist to have it repaired or replaced. There are no other express or implied warranties except as set forth herein. TCPS shall have no liability or warranty covering you or any third party for special, incidental, indirect, exemplary or consequential damages or any other economic hardship arising out of the use or inability to use the products, and in all cases our liability is limited to strictly to replacement, repair or the value of the product purchased. TCPS is not responsible for typographical or photographical errors and reserves the right to make adjustments or corrections due to changes in the market or product discontinuations. All pictures which appear in TVs and video equipment are simulated. Please remember to back up all data before computer hardware or software installs. We are not responsible for lost data.

Errors & Omissions

TCPS strives to provide accurate and complete information published in our catalogs and on our web site(s). Unfortunately, some documents and graphics published on this website may contain technical inaccuracies or typographical errors. TCPS makes no representations about the suitability of the information and graphics presented on this site. We rely on our suppliers to provide clear and accurate product information. Product images are provided to TCPS by the manufacturer, and as such, we are not responsible for their accuracy or any copyright infringement liabilities. All such documents and graphics are provided "as-is" without warranty of any kind.

If a product is listed at an incorrect price, TCPS shall maintain the right to refuse or cancel any orders placed at the incorrect price. If the order has been confirmed and charged to your credit card, TCPS shall immediately issue a credit in the amount of the incorrect price.

Right of Offset / Correction: TCPS retains the right at any time, without prior notice, to apply open due amounts to purchaser provided pay methods. (To correct orders to current market pricing, open freight amounts, finance/collection charges, over terms invoices and any / all owed amounts.)

Note: TCPS does not guarantee TCPS prices listed on other web sites or price engines.

TCPS News Channel Use & Permissions

TCPS may include your name and/or company name as well as a brief mention of your patronage in our social media posts, catalog, newsletters or RSS feeds. This is not an endorsement of our products or services, just an acknowledgement of the hard-working customers that we serve daily in the professional Video, Audio & IT industries.

Packing Material

Our never-ending goal is the optimal approach of durability & sustainability.

We use the finest packing materials available to make sure your packages and products arrive safely. We will often place the manufacturer’s box inside our own for additional protection.

Our packing materials are in place as part of our commitment to sustainability and the protection of our environment. Our air pillow packaging keeps package weight down and is made of fully recyclable film containing reclaimed raw materials from production recycled materials. Our fill-pack paper packaging material is biodegradable and made from renewable resources. Finally, we regularly recycle and reuse packaging material from our inbound packages in our outbound packages.

Legal Notices

Supplier Indemnification:

These terms and conditions apply when referenced by any purchase order or other documentation of TCPS Products Incorporated or any of its affiliates.

Except for liabilities proven in a court of law to be resulting from TCPS’s negligence, Supplier shall protect, defend, indemnify, assume any liability, save and hold harmless TCPS Products Incorporated, its officers, directors, employees, successors and assigns, from and against any allegations, claims, demands, lawsuits, liabilities, penalties, losses, damages, charges, settlements, judgments, costs and expenses (including reasonable attorneys' and experts' fees), which may be incurred by or asserted against TCPS Products Incorporated ("Liabilities") relating to any product or service covered by this purchase order, including, but not limited to, all Liabilities arising out of, or allegedly based on: (i) any alleged product defect or product liability claim, including, but not limited to, improper or insufficient product labeling by Supplier, failure by Supplier to warn or to label; (ii) any breach by Supplier of its product warranty or representation (express or implied); (iii) errors in the Supplier's product literature, including operating instructions parts manuals ("OIPM"); (iv) any product regulatory action; (v) any actual or alleged violation by Supplier with respect to any international, federal, state or local treaty, law (including common law), statute, ordinance, administrative order, rule, regulation or regulatory proposition, enactment or resolution ("Laws"); (vi) any claim that any product in the form supplied by Supplier infringes any patent, trademark, copyright or trade dress or any other violation of a third party's proprietary or contract rights;; or (vii) any breach by Supplier of any of its certifications, warranties, representations and obligations under this purchase order.

Supplier shall have the right to direct any claim or suit, and to adjust and settle any Liabilities; provided, however, that no settlement of any Liabilities shall be binding on TCPS without its prior written approval, for which Supplier is liable under the terms of this purchase order, including the right to select legal counsel and/or claims adjusters. TCPS Products Incorporated agrees to give Supplier written notice as soon as reasonably possible of any claim or suit known to TCPS for which TCPS seeks indemnification, and to reasonably cooperate with Supplier in the defense of any such claim or suit. TCPS Products Incorporated may, at its sole expense, retain its own counsel to participate in such defense.

California Proposition 65:

California's Proposition 65 entitles California consumers to special warnings for products that contain chemicals known to the state of California to cause cancer and birth defects or other reproductive harm if those products expose consumers to such chemicals above certain threshold levels. We care about our customers' safety and hope that the information below helps with your buying decisions. Proposition 65 requires the State of California to publish a list of chemicals known to cause cancer or birth defects or other reproductive harm. This annually updated list includes more than 800 chemicals. Proposition 65 requires businesses like ours to notify Californians about significant amounts of chemicals in the products they purchase to help consumers make informed decisions about protecting themselves from exposure to these chemicals.

All logos and trade names used within this website and our print catalogs are respective trademarks of their corporations.

Rental Terms and Conditions

1. RENTAL OF EQUIPMENT AND SERVICES

1.01 On these terms and conditions, Thunder City Production Solutions, LLC (TCPS) will, from time to time during the Term, provide to Client (i) rental equipment described in accepted Quotes (“Equipment”), and/or (ii) technical services relating to the use and operation of the Equipment (“Services”), in each case, connection with Client’s production(s) (each, a “Production”).

1.02 TCPS will offer to lease Equipment to Client by means of a written quote for equipment (individually, a “Quote”) submitted by TCPS to Client via electronic mail.  TCPS will offer to provide Services to Client by means of a written statement of work for services (individually, a “SOW”) submitted by TCPS to Client via electronic mail.  If Client desires to accept a Quote or SOW, then Client shall sign and return to TCPS the corresponding Quote or SOW, at which time, such Quote or SOW shall constitute a separate and independent lease and contractual obligation of Client.  TCPS acknowledges and agrees that Client, at its option, may accept or reject any Quote or SOW and that Client has no obligation whatsoever to execute any Quote or SOW.  Any Equipment or Services provided under this Agreement by TCPS under a Quote or an SOW will be governed by this Agreement.

1.03 The Equipment shall be deemed to have been delivered to Client upon the earlier of (i) when Client, its agent of shipper picks up the Equipment from TCPS at TCPS’s facility, or (ii) when delivered to Client at the delivery address identified on the SOW or Quote (the “Production Location”) by TCPS or TCPS’s contractor or shipper. Unless otherwise agreed in writing, Client is responsible for all costs of shipping and transportation charges associated with the delivery of the Equipment.

1.04 If TCPS delivers the Equipment it will use its best efforts to complete delivery to the Production Location by the delivery date set forth in the SOW or Quote (the “Delivery Date”).  If TCPS fails to deliver the Equipment by the Delivery Date, neither this Agreement nor the applicable Quote will be voidable, nor will TCPS be liable to Client for any resulting loss or damage.  If TCPS fails to deliver the Equipment to the Production Location within 24 hours after the Delivery Date, then Client may terminate the applicable Quote by delivering written notice to TCPS at any time before TCPS delivers the Equipment to the Production Location. 

1.05 Client must inspect the Equipment immediately upon taking delivery and promptly file with the delivering carrier claims for loss or damage during transportation. Client also must immediately deliver written notice of such claims to TCPS and must notify TCPS of any other claims concerning the condition of the Equipment within 24 hours of delivery of the Equipment.  Client’s failure to notify TCPS of any claims within such 24-hour period constitutes Client’s unconditional acceptance of delivery of the Equipment.

1.06 After Delivery, the cost of all necessary repairs to the Equipment shall be paid by Client (unless repairs are due to a latent fault not discoverable by Client) including any repairs or damage to the Equipment that are caused by Client or Client’s employees or agents and any damages caused by third parties, including shippers and common carriers, during any transport (unless TCPS employees are performing the transport) or storage of the Equipment. The “Rental Period” is the time between Delivery and Return (as defined below) of the Equipment to TCPS. Client must provide TCPS with an opportunity to inspect the Equipment with respect to which Client makes a claim. TCPS will not credit Client for any Equipment or parts returned to TCPS or any costs incurred by Client in repairing Equipment, unless TCPS previously agrees, in writing, to provide the credit or incur such costs.

1.07 In all cases and for all rentals, Client shall be solely responsible to protect and preserve the Equipment from damage or loss and to provide a safe environment for its use, transportation and storage in accordance with TCPS’s instructions and those of the Equipment’s manufacturer. Client shall not make any alterations, changes, modifications or improvements to the Equipment without the prior written consent of TCPS nor deface, remove or permanently cover any nameplate, bar code, stamp or insignia on the Equipment showing TCPS’s name and identification.

1.08 Client represents and warrants that (a) it, its agents and the operators of the Equipment understand the operating procedures for each piece of Equipment rented from TCPS, (b) all operators shall be competent to use the Equipment, (c) Client, its agents and operators of the Equipment shall comply with all applicable laws, rules, regulations and orders enacted by or promulgated by federal, state, municipal or other governmental authority in connection with their use of the Equipment, (d) that prior to using the Equipment, it and its agents and operators (i) shall be licensed in accordance with all applicable laws; and (ii) shall procure or cause to be procured all necessary permits, consents and licenses.

1.09 From the Delivery of the Equipment until its Return (as defined below), including during any time of transit or shipment of the Equipment not performed by TCPS, Client shall bear all risk of loss and damage to the Equipment. THE CLIENT SHALL HAVE FULL RESPONSIBILITY AND LIABILITY TO TCPS FOR THE FULL REPLACEMENT COST TO REPAIR OR REPLACE ANY EQUIPMENT WHICH (DURING THE PERIOD BETWEEN DELIVERY TO THE CLIENT AND RETURN TO TCPS) HAS BEEN LOST, STOLEN, OR DAMAGED FROM ANY CAUSE WHATSOEVER (OTHER THAN ORDINARY WEAR AND TEAR). THE CLIENT SHALL ALSO BE LIABLE TO TCPS FOR ANY CONTINUED RENT AND CHARGES (AS DEFINED IN SECTION 3.01 BELOW) FOR A MAXIMUM OF ONE MONTH. THE LIABILITY OF CLIENT HEREUNDER IS PRIMARY AND SHALL ONLY BE REDUCED IN THE EVENT AND TO THE EXTENT TCPS ACTUALLY RECEIVES ANY APPLICABLE INSURANCE PROCEEDS.

1.10 At the conclusion of a Production, the Equipment shall be returned to TCPS, at Client’s expense at a place designated by TCPS (the “Return”). The returned Equipment shall be in good working order, subject only to ordinary wear and tear. Notwithstanding the Return of the Equipment, Client shall remain liable for any damage to the Equipment discovered by TCPS after inspection of the returned Equipment and the Return of the Equipment to TCPS shall not constitute a waiver of any such claims. When the Equipment has not been returned to TCPS by the date specified in the relevant SOW or Quote, Rent shall continue to accrue on the Equipment on a day-to-day basis at the rate contained on the applicable SOW or Quote, until such time as the Equipment has been returned to TCPS. Holdover of Equipment is only permitted with TCPS’s advance written permission, to be granted in TCPS’s sole discretion.

1.11 These Terms and Conditions provides for a lease of the Equipment to Client only and is not a sale of the Equipment to Client. Title to the Equipment shall remain at all times with TCPS. The grant by Client of a sublease of the Equipment shall not affect Client’s obligation to have the required insurance for the benefit of TCPS as provided herein, nor shall such sublease diminish any of Client’s obligations with respect to the Terms and Conditions. Any sublease of Equipment by Client must be approved by TCPS in writing in advance.

1.12 TCPS shall have the right to inspect the Equipment at any time during the Term with reasonable advance notice to Client. Client shall make any and all arrangements to permit a representative of TCPS with the necessary access to the location of the Equipment. If a breach of any of the provisions of this Agreement or a Quote/SOW occurs, and after Client has been given a reasonable opportunity to cure such breach, TCPS has the right to remove all of the Equipment without liability to Client, and without prejudice to TCPS’s right to receive Rent and Charges due or accrued, up to and including the date of removal of the Equipment.

2. SERVICES

2.01 From time to time, in addition to Equipment rental for a Production, Client may also retain TCPS to provide services to assist with the set-up and operation of Equipment, which services (the “Services”) shall be described in the relevant SOW or Quote.

2.02 The personnel to be supplied by TCPS to render the Services shall act in the capacity of “Technical Engineers”. It is acknowledged and agreed by Client, that in performing those Services, TCPS’s personnel will be acting under the direct supervision and control of Client and Client’s managers and not TCPS. Client shall be solely responsible for providing such supervision and control as will protect the personnel, the Equipment and third parties from injury or loss. In view of such supervision and control by Client, TCPS and TCPS’s personnel shall have liability only for the willful misconduct or gross negligence of its personnel and then only to the maximum amount set forth in Section 6.08 of this Agreement.

3. RENT, OTHER CHARGES AND ADDITIONAL/DIFFERENT EQUIPMENT

3.01 The Rent and other charges for the rental of the Equipment and for the Services (if any) (together, the “Rent and Charges”) for Client to pay to TCPS shall be set forth in each SOW and/or Quote. Client acknowledges that time is of the essence in making these payments. TCPS may charge interest on any unpaid Rent and Charges hereunder, as well as any unpaid claims by TCPS against Client at a rate of 1.5 percent per month until paid; provided, however, that if such interest rate exceeds the maximum amount allowed under the laws of the state of TCPS’s applicable rental office then that maximum amount shall instead apply. Client is responsible for any and all taxes, duties, broker fees, bond and all other costs resulting from Client’s use of the Equipment and/or Services.

3.02 If, during the term of a SOW or Quote, Client desires to obtain additional or different Equipment or Services from those described on such SOW, then it shall request TCPS of the same. In the event that TCPS provides such additional or different Equipment and/or Services, TCPS shall issue a new Quote to Client with details of the new Equipment and/or Services.

3.03 If a security deposit is required by TCPS, the Client shall deposit the amount specified with TCPS. TCPS may commingle such deposit with its other funds.  The Client hereby grants to TCPS a security interest in such deposit to secure all of the Client’s obligations under this Agreement.  Within fifteen (15) days after written notice to the Client that all or any part of a security deposit has been used to satisfy any such obligation, the Client shall deposit with TCPS an amount sufficient to restore the security deposit to the required amount.  When the Client has satisfied all obligations under these Terms and Conditions, TCPS will return any remaining balance of the deposit to the Client without interest.

4. TERM AND TERMINATION

4.01 The “Term” herein, shall commence upon the date (“the Effective Date”)specified on the Quote or SOW ( or upon Delivery of the Equipment if that occurs first) and shall end on the earlier of the first anniversary of the Effective Date or the Return of the Equipment (“the initial Term”). After the Initial Term, this Agreement may automatically renew for renewal terms of a period no less than one year as agreed by the Parties (each a “Renewal Term” and together with the Initial Term, the “Term”) on each anniversary of the Effective Date (each a “Renewal Date”).

4.02 If Client shall default on or breach any of the terms, covenants, obligations, conditions, representations, or warranties in these Terms and Conditions, or if Client is the subject of a bankruptcy or similar proceeding, TCPS shall have the right to immediately exercise any one or more of the following remedies: (a) cease providing the Services and immediately recover the Equipment (by entering upon Client’s premises, if necessary) without liability for trespassing and removing the Equipment under all applicable laws (b) sue for and recover all Rent and Charges and other payments, then accrued or thereafter accruing; (c) terminate this Agreement; (d) retain any Rent and Charges or other amounts thereto paid by Client to TCPS; and (e) pursue any other remedy available under law or equity. All such remedies are cumulative and may be exercised concurrently or separately, and TCPS shall be entitled to recover expenses and costs including reasonable attorney’s fees and costs of locating, repossessing, repairing, reconditioning and storing the Equipment.

4.03 Client may terminate any rental at any time and for any cause subject to the “Cancellation Charges” as defined in These Terms and Conditions.

4.04 Any termination of a rental shall not terminate any of Client’s obligations to TCPS under these Terms and Conditions for services already performed, including any ongoing obligations of payment and Return of Equipment. If in the event of termination of a rental pursuant to Section 4.03, or any other termination of an SOW or Quote by a Client without cause, the provision of Equipment and/or Services pursuant to an SOW or Quote is cancelled or delayed, notwithstanding the reason being a Force Majeure event (as defined herein), then Client shall pay TCPS according to the following terms.

4.05 In the case of Client termination or notice of cancellation the following Cancellation Charges will be applied. If the termination or notice of termination occurs on or after the fourteenth (14th) calendar day and before the seventh (7th) calendar day prior to contracted Outbound Shipping Date, Client will be responsible for all direct costs incurred in provisioning the Rental plus the full amount of labor costs as specified in the SOW or Quote. If the termination or notice of cancellation occurs less than seven (7) calendar days before scheduled Outbound Shipping Date, then 37.5% of the Rent and Charges for equipment due under the SOW or Quote will be payable to TCPS by Client in addition to the full amount of any direct costs incurred and labor charges specified in the SOW or Quote. In the case of termination after Outbound Shipping Date, then 100% of the Rent and Charges for equipment due under the SOW or Quote will be payable to TCPS by Client in addition to the full amount of any direct costs incurred and labor charges specified in the SOW or Quote. Where Client terminates under this Section 4.04 and requests rescheduling, TCPS cannot guarantee availability of Equipment or Services for rescheduled date.

4.06 TCPS will use its commercially reasonable best endeavors to extend the term of provision of Equipment and Services, if requested by Client, who must give TCPS at least 3 days-notice of any requested extensions.

4.07 If any proceeding under any piece of insolvency legislation, is commenced by or against the Client, or if the Client is adjudged insolvent, or makes any assignment for the benefit of its creditors or if a writ of attachment or execution is levied on any item or items of the Equipment and is not released or satisfied within ten days thereafter, or if a receiver is appointed in any proceeding or action to which the Client is a Party with authority to take possession or control of any item or any item or items of the Equipment, TCPS shall have the option, without notice to Client, to immediately terminate the rental, cease rendering the Services, and repossess the Equipment which shall not be treated as assets of Client.

5. REPAIRS AND WARRANTIES.

5.01 IN THE EVENT OF A MALFUNCTION, CLIENT MUST NOTIFY TCPS IMMEDIATELY UPON DISCOVERY. CLIENT SHALL NOT ATTEMPT TO SERVICE OR REPAIR ANY OF THE EQUIPMENT.

5.02 In the event of any Equipment not performing according to manufacturer specifications, TCPS shall, at its sole option, either replace or repair the Equipment. All returns to TCPS’s facility must be authorized in advance of shipment, in writing, and shipped prepaid. TCPS assumes no risk of loss, or liability for damage during shipment prior to acceptance of delivery at its facility. Outgoing freight charges for repaired Equipment will not be paid by TCPS if the incoming inspection fails to disclose a defect not caused during the Rental Period.

5.03 TCPS MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION, THE FITNESS, QUALITY, DESIGN, CONDITION, REPAIR, MERCHANTIBILITY, FUNCTIONING, PERFORMANCE OR MALFUNCTIONING OF THE EQUIPMENT, OR ITS MATERIAL OR WORKMANSHIP.

INSURANCE AND INDEMNITY OBLIGATIONS

6.01 At all times from the Delivery of any Equipment to Client until its Return to TCPS, Client shall maintain insurance covering the Equipment from damage or loss from any cause whatsoever. Such Equipment insurance shall be in an amount sufficient to cover the full new replacement costs of the Equipment and TCPS’s rental charges, direct costs and labor charges until the Equipment is repaired or replaced. TCPS shall be named loss payee on such policy or policies.

6.02 Client shall maintain workers compensation/employer liability insurance during the course of any Equipment and/or Services provision hereunder with a minimum of $1,000,000 coverage.

6.03 Client shall secure and maintain, at its own expense, automobile and vehicle liability insurance, including coverage for the loading and unloading of the Equipment from Client’s owned or leased vehicles and shall include “comprehensive” and “collision” coverage. TCPS shall be named as an additional insured and as loss payee on such policies. Such insurance shall not be less than $1,000,000 in combined single limits less a $1,000 deductible for the physical damage on comprehensive and collision coverage.

6.04 Client shall, at its expense and at all times during the Term, maintain commercial general liability insurance which would provide worldwide coverage for each Production under any SOW or Quote then in effect including but not limited to the following coverages: broad form contractual liability, personal injury, property damage, completed operations and products liability. Such insurance shall have general aggregate limits of not less than $2,000,000 (including the coverages specified above) personal injury and advertising injury of not less than $2,000,000 and per occurrence limits of not less than $1,000,000. Client’s insurance shall specifically name TCPS as an additional insured and shall provide that said insurance is primary coverage with respect to all insured risks. An umbrella or excess liability policy may be used in conjunction with primary coverage limits to meet the minimum required limits.

6.05 Client shall provide TCPS with 30 day written notice prior to the effective cancellation of any Client insurance hereunder or any material modifications to any Client insurance hereunder.

6.06 Prior to the Delivery of the Equipment or Services under a Quote or SOW, Client shall provide TCPS with proof of the existence of the above insurance coverages together with confirmation of designation of TCPS as an “additional insured” and “loss payee”. All such insurance shall be issued by an insurance carrier authorized to do business in the state(s) where the Production(s) are located with an A. M. Best rating of A- or higher. The failure of TCPS to demand such notice or proof of insurance shall not, however, excuse Client from maintaining it. All insurance maintained by Client pursuant to the foregoing provisions shall contain a waiver of subrogation against TCPS. Should Client fail to secure or maintain such insurance, TCPS may, but shall not be obligated to, secure such insurance and Client shall reimburse TCPS on demand for such costs. Lapse or cancellation of any of the required insurance coverages during the Term shall constitute a material breach of these Terms and Conditions by Client.

6.07 Client assumes all responsibility and liability for injury or damages resulting from its handling, possession or use of Equipment or Services supplied hereunder, including, but not limited to any injury or damage resulting from the Client’s duty to comply with all applicable laws and regulations as well as the use of Equipment in Client’s operations or in combination with other equipment. Client agrees to hold harmless, defend and indemnify TCPS from and against all claims, losses, liabilities and expenses (including attorney’s fees and other litigation or settlement costs) arising out of such duty to comply with applicable laws and regulations, and handling, possession, use or sale of the Equipment. The foregoing duty of Client to hold harmless, defend and indemnify TCPS shall not apply to the extent such claim, loss, liability or expense results from the willful misconduct or gross negligence of TCPS.

6.08 TCPS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES SUCH AS, BUT NOT LIMITED TO, DAMAGE TO, OR LOSS OF TANGIBLE PROPERTY OR EQUIPMENT, LOSS OF PROFITS OR REVENUE, COST OF CAPITAL, OR COST OF PURCHASE OR REPLACEMENT OF EQUIPMENT, WHETHER OR NOT TCPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIABILITY OF TCPS FOR DIRECT DAMAGES, OR IN THE EVENT OF A FAILURE OF WARRANTY, OR INVALIDITY OF ANY OF THE FOREGOING LIMITATIONS, FROM THE LEASE, RENTAL, DELIVERY, RESALE, INSTALLATION, OPERATION FAILURE, MALFUNCTION, OR UNSUITABILITY FOR USE OF ANY EQUIPMENT OR SERVICES FURNISHED UNDER THESE TERMS AND CONDITIONS OR ANY SOW, WHETHER ARISING OUT OF CONTRACT, ANY NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE, SHALL NOT EXCEED THE RELEVANT SOW AND/OR QUOTE.

6.09 In the event of an accident or damage involving theft, bodily injury or property damage Client agrees to notify TCPS of the facts and circumstances involving any loss, accident and/or damage within a period of no later than 24 hours of the event giving rise to such damage (the “Notice Period”).  In addition, within the Notice Period, Client shall (i) report such accident or theft to the appropriate police services and provide the assigned case reference number, where applicable; (ii) use reasonable business efforts to obtain the name and address of all parties involved in any accident or loss and any witnesses thereto; and (iii) not acknowledge responsibility or liability to any third-party or release any party from any potential liability, nor settle any claim or potential claim without the consent of TCPS. Any action in contravention of this 6.09 shall be void and Client shall defend and hold TCPS harmless from any liability and or damages as a result of any such action.

7. CONFIDENTIALITY

7.01 During or in connection with Client’s performance under these Terms and Conditions, TCPS may from time to time intentionally or inadvertently disclose Confidential Information to Client. For purposes of these Terms and Conditions, “Confidential Information” includes, but is not limited to, all sensitive and otherwise confidential information and materials, ideas, proposals, secrets, or any proprietary information belonging to, used by, or in the possession of either Party, relating to that Party’s business and/or business opportunities, products, processes, services, technology, inventions, (regardless of whether patentable and whether developed by either party pursuant to any rental and whenever developed), systems, patents, copyrights, ideas, intellectual property rights, contracts, financial and business information, developments, drawings, designs, process and procedures, project schedules, business strategies, pricing, current and prospective clients and customers or suppliers, client and customer information, product specifications,  marketing plans, and trade secrets (within the meaning of the Uniform Trade Secrets Act) of every kind and character.

7.02 Client expressly acknowledges and agrees that Client has no property right or interest whatsoever in the Confidential Information, or any improvements thereon, and is provided access to the Confidential Information solely for the benefit of TCPS. Client shall use the Confidential Information only in connection with Client’s provision of Services and Deliverables to TCPS.  Client shall have no authority to, and shall not, use the Confidential Information for any other purpose or in any other manner, unless otherwise expressly agreed in writing by TCPS in advance thereof; which TCPS may withhold in TCPS’s sole and absolute discretion.  Client agrees to secure and safeguard the Confidential Information and shall protect the Confidential Information against unauthorized disclosure using the same degree of care, but no less than a reasonable degree of care, as Client uses or any other prudent person would use to protect its own confidential or proprietary information.  Client shall only permit access to the Confidential Information to those employees, agents or subcontractors of Client who need such access to perform their job duties relating to the provision of Services. 

7.03 Client shall hold the Confidential Information in strict and absolute confidence and shall not trade, give away, barter, lend, send, sell or otherwise disclose (collectively “Transfer”) any Confidential Information to any third party and shall not make additional copies of the Confidential Information in any medium whatsoever except as absolutely required for the provision of Services or Deliverables including, but not limited to, the provisions pertaining to the protection of Confidential Information.  Client shall be responsible for any damages incurred by TCPS that result from any acts or omissions of Client in the handling and protection of Confidential Information, or a breach of these Terms and Conditions by Client or its Affiliates, employees, agents or subcontractors.

7.04 Upon completion of the provision of Services, upon any termination of this Agreement, or upon TCPS’s request, Client shall promptly return to TCPS all copies of the Confidential Information in Client’s possession or in the possession of Client’s Affiliates, employees, agents or subcontractors including, without limitation, all notes, memoranda, specifications, designs, writings, software, devices, documents and all other media which reflect or contain Confidential Information, as well as all analyses, compilations, studies or other tangible or intangible, written, electronic or other documents or files prepared by or for Client for Client’s use which reflect or contain any Confidential Information. Client shall not retain any such materials.

7.05 If during the term of any rental Term or any applicable renewal, survival or other relevant period of time for which Client is obligated to TCPS, Client:  (1) becomes insolvent either through the Client’s failure to pay debts as they become due or Client’s liabilities exceed Client’s assets, (2) is adjudicated insolvent or bankrupt, (3) takes advantage of or is subjected to any insolvency or bankruptcy proceeding, (4) makes an assignment for the benefit of creditors, (5) is subject to any receivership, conservatorship or liquidation, (6) activities or powers restricted by virtue of the exercise of supervisory powers vested in any governing person or body; or (7) TCPS reasonably deems itself to be unsecured then, in such event TCPS may, in TCPS’s sole discretion, terminate any rental and/or any agreement concerning the provision of Services or Deliverables.  In no instance shall any Confidential Information constitute an asset or property of Client in any such proceeding which may be assigned or which may accrue to any estate, person, trustee, receiver, creditor, court or to any creditor appointed committee or receiver.

7.06 In the event that Client shall receive a request to disclose any or all of the Confidential Information pursuant to a subpoena, order of court of competent jurisdiction or by judicial or administrative agency or legislative body or committee, Client agrees to:  (1) immediately notify TCPS of the existence, terms and circumstances surrounding such request; (2) consult with TCPS on the advisability of taking legally available steps to resist or narrow such request at TCPS’s sole cost; and (3) if disclosure of such Confidential Information is required or deemed advisable, exercise Client’s reasonable best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information to be disclosed.  Client shall be entitled to reimbursement upon demand for Client’s expenses, including reasonable fees and expenses of its counsel, in connection with action taken pursuant to this Subsection.

7.07 Client shall not, either during the Term or for a period of twenty-four (24) months after the expiration or earlier termination of the Term:  (a) solicit for employment or hire any person employed on a full time basis by TCPS at any time during the Term unless TCPS otherwise gives TCPS’s prior written consent to such solicitation or employment; or (b) influence any full time employee of TCPS to terminate his or her employment with TCPS; or (c) solicit any person who is or was a client or customer of TCPS at any time during the Term for the sale of products or services that are similar or competitive to those offered by TCPS; or (d) influence any client or customer of TCPS to transfer such customer’s patronage to any third party; or (e) accept any offer by any client or customer of TCPS to transfer such customer’s patronage from TCPS to Client.

8. MISCELLANEOUS PROVISIONS

8.01 Neither Party shall be deemed in default of these Terms and Conditions to the extent that either Party’s performance is delayed or prevented by reason of fire, interruption and/or delay of transportation services, labor troubles or strikes, wars, acts of God, riots, terrorism, natural disasters, acts over government, pandemic, or other occurrences beyond the reasonable control of such Party (in each case, a “Force Majeure Event”), provided that the breaching Party gives the other Party timely notice within one day upon discovery that such Force Majeure Event will reasonably cause delay or prevent that Party’s performance of its obligations arising under these Terms and Conditions, and the breaching Party has used its best efforts to promptly cure its default despite  the Force Majeure Event.

8.02 Client shall not export any of the Equipment without first obtaining TCPS written approval and then determining the export classification of the Equipment and strictly complying with the responsibilities to obtain licenses to export or re-export Equipment. Client represents and warrants that neither it, nor its officers, directors, employees and agents are (a) listed on the Office of Foreign Assets Control’s (“OFAC”) “Specially Designated National and Blocked Person List” (“SDN List”) or otherwise subject to any sanction administered by OFAC (“U.S. Economic Sanctions”) or (b), owned, controlled by or acting on behalf of, directly or indirectly, any person, entity or government listed on the SDN List or otherwise subject to U.S. Economic Sanctions. Client and its officers, directors, employees and agents have not and will not engage directly or indirectly in any transaction on behalf of TCPS or its affiliates that could potentially violate applicable U.S. Economic Sanctions. In addition, Client represents that it shall not, and shall not permit any of its subsidiaries or affiliates or any of its or their respective directors, officers, managers, employees, independent contractors, representatives or agents to, promise, authorize or make any payment to, or otherwise contribute any item of value to, directly or indirectly, to any third party, including any non-U.S. government official, in each case, in violation of the Foreign Corrupt Practices Act of 1977 (the FTCPSA), the U.K. Bribery Act 2010, or any other applicable anti-bribery or anti-corruption law.

8.03 Client is solely responsible for clearing any and all images (in any form), or any other Client data, prior to the return of the Equipment to TCPS. Client authorizes TCPS to clean the Equipment of any and all images, content or data immediately upon return of the Equipment to TCPS. It shall be the sole responsibility and obligation of Client to arrange for the safeguarding and storage of Client’s images, content or data prior to the return of the Equipment to TCPS. Without limiting the forgoing, TCPS shall not be responsible for disclosure of Client data due to the re-rental of Equipment previously used by Client, and Client agrees to hold harmless, defend and indemnify TCPS from and against all claims, losses, liabilities and expenses (including attorney’s fees and other litigation or settlement costs) arising out of or in connection with any such disclosure of Client data. Furthermore, Client acknowledge that TCPS shall have no legal obligation to erase (securely or otherwise) Client’s recorded content on any media nor shall TCPS be obligated to or expected to retain said content or data for any period of time under these Terms and Conditions. TCPS is not responsible for the loss of content or data from any cause whatsoever, including, but not limited to technical malfunction, physical damages, or errors on the part of TCPS employees, agents, representatives, contractors or subcontractors, nor any consequential loss or damages of any kind whatsoever. Notwithstanding anything to the contrary contained herein, Client agrees that TCPS will have the right to use personal data provided (or otherwise made available) by the Client in accordance with TCPS’s Privacy Policy available at https://TCPScomms.com or as otherwise provided to Client, in writing, as the same may be amended from time to time without prior notice to Client.

8.04 These Terms and Conditions and the acceptance thereof shall be governed by the substantive laws of the State of Florida, without regard to the conflicts of laws rules thereof. The UN Convention on Contracts for The International Sale of Goods shall not apply to any rental of goods or services. Client agrees to waive its rights to a trial by jury in any dispute under these Terms and Conditions. In the event of any dispute between the Parties, TCPS and Client agree that venue in legal action between them shall be in the Superior Court for the County of Pinellas, State of Florida or any other federal court within the State of Florida which may have jurisdiction.

8.05 In the event of any legal action or proceeding brought by either Party against the other under these Terms and Conditions, the prevailing Party shall be entitled to recover the costs and fees of its attorneys in such action or proceeding, including costs of appeal, if any.

8.06 Neither Party may assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of the other Party; provided, however, that either Party may assign its rights or delegate its obligations, in whole, but not in part, without such consent and upon 10 days’ prior written notice to the other Party, to an entity that acquires all or substantially all of the business or assets of such Party, whether by merger, reorganization, acquisition, sale, or otherwise.  Any purported assignment, transfer, or delegation in violation of this Section 8.06 will be null and void.  These Terms and Conditions are binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.

8.07 All notices or demands which either Party is required or desires to give to the other Party, shall be in writing and shall be given by personal delivery, by electronic mail transmissions, by overnight courier (FEDEX, UPS) or by U.S. Mail certified or registered, to the principal business address of that Party as first set out in the preamble.  Said address may be amended by either Party by giving written notice to the other Party. Each such notice shall be deemed “received” by the other Party (1) on the date of personal delivery if personally delivered, (2) the day after deposit of the notice with an overnight carrier service, or (3) three days after deposit if the notice is sent by certified or registered U.S. Mail.

8.08 These Terms and Conditions, any SOWs and any Exhibits or Schedules hereto or thereto embody the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes any and all other agreements, either oral or in writing. Each Party acknowledges that there are no representations, inducements, promises or agreements, oral or written, which have been made by any Party which are not included herein. In the event of a conflict between these Terms and Conditions and any SOW or Change Order, the terms of this Agreement shall govern.

8.09 Whenever possible, each provision of these Terms and Conditions will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of these Terms and Conditions is held to be prohibited by or invalid under applicable law, such provisions will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of these Terms and Conditions.

8.10 Each and all of the various rights, powers and remedies of the Parties will be considered to be cumulative with and in addition to any other rights, powers and remedies which such Parties may have at law or in equity in the event of breach of any of the terms of these Terms and Conditions. The exercise or partial exercises of any rights, powers or remedies will neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such Party.

8.11 These Terms and Conditions may be modified only by a writing signed by both Parties. No waiver by either Party of any term or condition shall be deemed effective unless given in writing. In the case of TCPS, signature must be by CEO, President, CFO or COO to be effective to any amendment to these Terms and Conditions.

8.12 All the terms and conditions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns upon execution of any Quote or SOW by the Parties or the earlier Delivery of the Equipment and/or Services commence, if that occurs first.

8.13 The provisions of these Terms and Conditions shall by their nature survive expiration or termination, and shall include, without limitation, Sections 1.04, 1.05, 1.06, 1.10, 1.11, 3.01, 3.03, as well as Paragraphs 6, 7, and 8, in their entirety, shall survive the expiration or termination of any rental.

8.14 Client agrees that TCPS may mention our participation as a vendor for the Production in any of TCPS’s marketing efforts.

Crewing Terms and Conditions

• All days are 10/hr days. 1.5X the hourly rate OT after 10 hours.

• Travel days under 10 hours are half whatever the show rate is for that crew member.

• Any travel days over 10 hours are full rate.

• Any travel/work combo days are full rate under 10 hours. Overtime starts after 10 hours.

• Travel includes driving to the airport, flying, traveling through the airport, and driving to the hotel. That clock ends once they check into the room, or get home.

• If the hotel or accommodations are 15+ minutes away from the show location, then the crew members' clocks start at the time they leave the hotel, and end when they arrive back at the hotel.

• All crew members must have their own bed in their own room by default. This applies to AirBnBs and hotels. If a crew member is okay with staying with someone else, that must be approved by that crew member on a person by person basis.

• Hotels must have a 3 star minimum, usually at a Hilton, Marriott, or Hyatt property.

• Per diem standard is $50 per day per crew member.

• Mileage is billable at the IRS rate for any drives in personal vehicles over 25 miles from home or hotel location.

• Lunch is to be provided by the client, or crew members are given "walk away" time to get lunch.

• Lunch breaks are no later than 5 hours into the start time of each day.

• Lunch is included in a 10 hour day, it is not in addition to the day's hours.

• Lunch breaks are a (1) hour min/max for on-site, provided food lunch breaks.

• Lunch breaks are a (1) hour min/max for walk away lunches. If the closest food is 15+ minutes away, then breaks are (1.5) hours min/max. (This is primarily to give crew members time to drive to a location and get back.)

• If lunch is not provided, or if crew members are not given the minimum times above to eat lunch, then a meal penalty of $50 per crew member will be assessed.

• For flights, Main Cabin class is required at a minimum. NO BASIC ECONOMY. Crew members MUST be GUARANTEED SEATS, as well as free carry on bags on their flights.

• If a client books on a budget airline and carry on baggage is not included, their baggage fees are billable to the client.

• If any crew member gets confirmed for a show, and that show gets canceled for any reason, or if you cancel that crew member for reasons beyond their control, it is industry standard courtesy to compensate that crew member for that lost time.

• Because crew members may say no to other shows to work for a client, if you cancel on them for any reason out of their control, the argument is they could be getting paid to work elsewhere. But, they were unable to because they were honoring the original client's commitment, who then canceled on them.

• Crew members must not be expected to do responsibilities outside of their core role. Example, a camera guy can not be expected to set up audio equipment, nor should an audio guy be expected to set up video equipment. If this is a requirement, this must be discussed with each crew member ahead of time.

• During setup or strike, if the crew members' responsibilities are done for that day, they must not be forced to stay longer than they have to. A few examples are:

• Cameras are ready for the show, but audio is not ready. Cameras are released, unless they want to help audio.

• Camera gear is checked in complete at the end of strike, they are released, unless they want to help more.