This Hardware Rental Agreement (the "Agreement") is by and between Broadway Media Distribution, Inc. ("BMD"), a California corporation with its principal place of business at 105 W 86th Street, #218, New York, NY 10024, and the Customer, collectively referred to as the "Parties."

1. Agreement Acceptance and Understanding. By accepting this Agreement and accessing or using the Products, the Customer acknowledges that they have read and understood the terms and conditions herein and agrees to be bound by them. BMD reserves the right to change, modify, add, or remove portions of this Agreement and any associated products at any time, to the extent permitted by applicable law. The Customer is responsible for periodically reviewing the terms of this Agreement. Continued use of BMD's products after any posted changes will indicate the Customer's acceptance of those changes. All rights not expressly granted herein are reserved to BMD.

2. Effective Date and Term. This Agreement becomes effective upon (i) partial or full payment to BMD and BMD's acceptance, and/or (ii) the mutual execution of a printed or digital order form containing the Customer's signature (the "Effective Date"). The Agreement will continue in effect until all warranties and provisions listed hereunder provided by BMD are completed, payment by the Customer to BMD for any outstanding amount has occurred, or the Term has expired, whichever occurs last.

3. Rental and Purchase Items. All Products listed in this Agreement and/or on the Order Form are classified as Rental Items or Purchase Items. Rental Items require full payment of associated Rental Fees and costs, as well as the return of the rented items upon completion of the Rental Term. The Customer is responsible for keeping and maintaining the Rental Items in good repair during the rental period at their own cost and expense. Purchase Items require full payment of associated fees and costs.

4. Damage and Liability. In the event of damage to the rented hardware, the Customer will be liable to pay the full Manufacturer's Suggested Retail Price (MSRP) for replacement. The Customer is required to have liability coverage for the rented hardware. BMD will notify the Customer of any damage, submit the cost for repair or replacement, and expect payment within two (2) weeks from the date of notice. Failure to provide timely payment may result in charges to the provided credit card and other legal remedies available to BMD.

5. Rental Terms and Conditions

5.1 Rental Period: Rentals are weekly, from Monday to Monday. The Rental Period begins on the first Monday (the "First Date"), which corresponds to the "Start Date" specified on the Order Form. The "Last Date" is calculated by adding the "Total Rental Weeks" from the First Date, resulting in the following Monday. The Rental Items must be delivered to the shipping courier by 12:00 PM PST on the Monday following the Customer's rental dates (the "Return Due Date"). Late fees may apply if the Products arrive more than 24 hours after the expected delivery date.

5.2 Rental Guarantee: All rentals are subject to credit approval and must be secured with a valid credit card.

5.3 Late Returns: If the Rental Items are not returned by the Return Due Date of 12:00 PM PST on the Last Date, the Customer will be billed weekly for the regular rental cost plus a 10% interest fee until. the Rental Items are returned. The Customer is responsible for all costs associated with late returns, including rental fees, interest fees, and any additional expenses incurred by BMD as a result of the late return.

5.4 Condition of Rental Items: The Rental Items will be delivered to the Customer in good working condition. The Customer agrees to inspect the Rental Items upon receipt and notify BMD of any damage or issues within 24 hours. If the Customer fails to notify BMD within this timeframe, the Rental Items will be deemed to be in good working condition and the Customer will be responsible for any damages or issues discovered thereafter.

5.5 Use and Care of Rental Items: The Customer agrees to use the Rental Items in a careful and proper manner, in accordance with any provided instructions or guidelines. The Customer is responsible for ensuring that the Rental Items are used by qualified individuals and in compliance with applicable laws and regulations. The Customer shall not make any alterations, modifications, or repairs to the Rental Items without prior written consent from BMD.

5.6 Loss or Damage of Rental Items: The Customer assumes all risk of loss, theft, damage, or destruction of the Rental Items from the time of delivery until they are returned to BMD. In the event of loss, theft, damage, or destruction of the Rental Items, the Customer shall immediately notify BMD and be responsible for the full MSRP or repair costs, as determined by BMD. The Customer's liability for loss or damage to the Rental Items shall not be affected by any insurance coverage obtained by BMD.

6. Shipping

6.1 All Rental Orders require a round-trip shipping charge, as detailed on the order invoice or quotation, amounting to no less than $400 unless approved by BMD in advance of the rental reservation or deposit payment.

6.2 In the event that an order is submitted less than 4 weeks from the First Date, the Customer shall be responsible for additional shipping and processing charges, which shall be no less than $195. BMD will notify the Customer of these additional charges by the date of shipment, which may occur up to 24 hours prior to the First Date.

6.3 BMD provides ground shipping for Purchase Items at the fees listed on the order form, quotation, or invoice. The estimated shipping time for Purchase Items is within 2 weeks from the Payment Date or Order Date, whichever is later.

6.4 The Customer has the option to pay an additional fee as listed on the Order Form for expedited shipping of Purchase Items, which guarantees shipping within 1 week from the Payment Date.

6.5 In the case of re-delivery due to the Customer's absence during the initial delivery or pickup, the Customer will be subject to additional delivery charges equivalent to the total shipment charges. Additionally, a restocking fee of 10% of the total purchase price will apply, along with all additional shipment charges for the redelivery as determined by the shipping service. The costs associated with the return of Products will be the sole responsibility of the Customer.

6.6 The Company shall not be held liable for any damages incurred by the Customer due to failure to ship or delay in shipment of any order or part of any order.

6.7 The Customer shall not refuse delivery of any shipment from the Company without obtaining written authorization. Similarly, the Customer shall not return Products to the Company without a written Return Authorization Number issued by the Company.

7. Indemnification: The Customer agrees to indemnify and hold harmless BMD, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to the Customer's use, possession, or rental of the Products, including but not limited to any claims of personal injury, property damage, or infringement of intellectual property rights. In the event of loss, damage, or late return of the Products, the Customer agrees to indemnify and hold the Company harmless from any and all liabilities, claims, expenses, damages, or losses incurred as a result. The Customer acknowledges and agrees that the Company is authorized to charge the credit card on file for any outstanding balances, damages, or costs incurred by the Customer. In the event of the Customer's default or failure to fulfill these obligations, the Company reserves the right to pursue all legal remedies available to collect the amounts due, including civil action.

8. Limited Warranty. Despite BMD's diligent efforts to ensure the delivery of Products as advertised, their performance cannot be guaranteed beyond reasonable expectation. The actual image output size and brightness may vary slightly from the advertised marketing information, prompting the Customer to verify the provided information independently. BMD provides no warranty for the Products, except for the replacement of defective Product(s) with identical or similar ones in line with the manufacturer's specifications and operation instructions. Moreover, the Customer acknowledges and agrees that BMD does not provide any express or implied warranty regarding the equipment, including but not limited to merchantability or fitness for a specific purpose. BMD's responsibility to the Customer is limited to repairing or replacing defective Products upon delivery, serving as the sole and exclusive remedy against BMD. Any personal injury resulting from the use or possession of BMD's equipment is not the liability of BMD. While BMD will make every commercially reasonable effort to replace malfunctioning or non-functional Product(s), not all cases may be feasible. If the Products are non-functional, the Customer must contact BMD before accepting the order, describing the issues to qualify for any consideration of a refund or partial refund.

9. Default: In the event of Customer default or breach of any provision hereof, or the occurrence of any event expressed in the following paragraph, BMD shall have the right, in addition to all legal remedies available, to take possession of any or all items of the Product(s) without demand or notice, wherever they may be located, without requiring a court order or other process of law. Customer hereby waives any and all damages resulting from such possession. Furthermore, this Agreement and the Rented Items shall not be assignable or transferable by operation of law if any proceeding under the Bankruptcy Act, as amended, is initiated by or against the Customer, or if the Customer is declared insolvent, makes an assignment for the benefit of creditors, or if a writ of attachment or execution is levied on any item(s) of the Product(s) and remains unsatisfied after a period of ten (10) days, or if a receiver is appointed in any proceeding or action involving the Customer with authority to take possession or control of any items of the Product(s). BMD may exercise any one or more of the remedies specified herein. At BMD's option, this Agreement shall immediately terminate without notice and shall not be considered an asset of the Customer following the exercise of said option.

9.1 Default: The following shall constitute "Events of Default" on the part of the Customer:

a. Failure to make timely payment of any invoice.

b. Breach of any term or condition of this Agreement that remains unaddressed for a period exceeding 10 days after receipt of default notice from the Company.

c. Dishonored checks issued by the Customer due to insufficient funds.

d. The initiation of a case declaring the Customer as a debtor under the United States Bankruptcy Code or any federal, state, or local law of similar nature, or the appointment of a receiver or custodian for the Customer or a significant portion of the Customer's assets.

e. Termination for Cause: In the event of an Event of Default, the Company may terminate this Agreement upon providing the Customer with written notice three days in advance.

f. Termination without Cause: Either party to this Agreement may terminate it at any time by providing the other party with written notice of termination at least 30 days in advance. Upon receiving notice of termination, the Company may cancel all outstanding orders from the Customer.

g. Payment in Full upon Termination: Upon notifying the Customer of the termination of this Agreement for any reason, all unpaid invoices issued to the Customer shall become immediately due and payable in full, at the discretion of the Company, regardless of any conflicting terms specified in the invoices.

10. Cost of Collection: The Customer shall bear responsibility for reimbursing all reasonable costs and expenses, including attorneys' fees and disbursements, that are incurred in the process of collecting any outstanding amounts owed by the Customer to the Company. This requirement remains applicable unless the Customer successfully prevails in a Court of Law. In the event that the Customer fails to make timely payment for any invoice issued by the Company, the Company reserves the right to provide written notice to the Customer, upon which all outstanding sums owed by the Customer become immediately due and payable, overriding any contrary credit terms specified in any invoice.

11. Cancellations: No returns, exchanges, or reimbursements shall be permitted. In the event of an order cancellation occurring one business day after the execution of the Agreement, a cancellation charge of $250.00 shall apply. Cancellations made beyond one business day after the execution of the Agreement shall be subject to a charge of up to 100%, and no refunds shall be granted under any circumstances. However, if the cancellation of Rental Items is due to acts of God (such as illness, death, weather conditions, etc.), only the actual costs incurred shall be charged if the rental is rescheduled within a period of six (6) months.

12. Payment

12.1: BMD accepts payment by check or credit/debit. Rental and Purchase Fees are due before shipment.

12.2: All Rental Orders require a credit or debit card on file for any incidental or late charges.

12.3: If the rental or purchase pricing changes prior to the date of shipment due to market retail pricing or industry inventory availability, which are beyond the control of BMD, Customer shall be alerted in advance of shipment and shall be granted the right to cancel their order without cancellation fees.

12.4: BMD accepts Purchase Orders as a promise to pay from Government Agencies and Schools within the United States. Purchase Orders are acceptable as a promise to pay the total fees.

12.5: Invoice payment terms for Purchase Orders is 2/5 NET 15. Payment for invoices is due within 15 days of issue, and Customer can receive a 2% discount on payment received within 5 days.

12.6: A 1.5% monthly late fee will be accrued on overdue balances, up to the maximum allowed by law.

12.7: The Customer will be billed $100.00 for all NSF checks in addition to processing fees applicable.

13. Insurance Requirements. Prior to the release of rental Equipment and/or Services, Clients must provide BMD with a Certificate of Insurance.

13.1 Certificate Of Insurance with BMD as Loss Payee. Customer shall have liability insurance no less than $1,000,000 to ensure the full retail value compensation to BMD for any damages or loss of the Rental Items and include the appropriate coverage amount sufficient to cover all liability claims for injuries to others that the Rental Items may cause and shall include the proper insurance to cover any loss incurred as a result of the Rental Items and/or this agreement with BMD. The Customer agrees to hold harmless BMD against any claims related; and BMD reserves the right to obtain a copy of the insurance certificate with BMD included as an "also-insured" party. For the avoidance of doubt, BMD will inspect the Rental Items and any damages or missing materials will be billed to the Customer at full MSRP retail value.

13.1.1 Commercial General Liability: Commercial General Liability insurance covering broad form contractual liability, personal injury liability, advertising injury, completed operation and product liability, with a limit of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate. General Liability coverage may increase depending on the services provided and the usage of the rental equipment.

13.1.2 Property Coverage Insurance: Property Coverage Insurance covering miscellaneous equipment that is sufficient to cover the full replacement cost of the Equipment. Please include the limits and the deductible of the insurance. Property coverage may come in the following forms: All Risk Policy, Entertainment Package, Inland Marine Coverage, Hired In Equipment, Business Personal Property of Others, Third Party Property, Rented Production Equipment or Rented/Leased Equipment.

13.1.3 Loss Payee: BMD must be listed as LOSS PAYEE in a certificate issued by Customer's insurance company. If Customer does not have insurance, BMD requires the full replacement value of the rented equipment to be placed on file as a security deposit.

13.2 Certificate of Insurance Required Language: Broadway Media Distribution, Inc. dba Broadway Media is an additional insured on a primary and noncontributory basis with respect to general liability. Waiver of Subrogation is granted in favor of Broadway Media Distribution, Inc. dba Broadway Media with respect to general liability, and workers' compensation. Broadway Media Distribution, Inc. dba Broadway Media is loss payee as it relates to rented/leased equipment. Certificate Holder Box must read as follows: Broadway Media Distribution, Inc, 105 W 86th Street, #218, New York, NY 10024.

14. Termination: Either party may terminate this Agreement upon written notice to the other party if the other party breaches any material provision of this Agreement and fails to cure such breach within 30 days of receiving written notice of the breach. Upon termination, the Customer shall immediately return all Rental Items to BMD in good working condition, normal wear and tear excepted.