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<h1 style="text-align: center;">Agreement / Terms & Conditions<br /> IMS Technology Services, Inc. <br /> Rental Terms & Conditions</h1>
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<li style="padding-bottom: 10px;">ACCEPTANCE. This Proposal ("Proposal") will be valid for a period of thirty (30) days from the Proposal Date ("Acceptance Period"). In the event this proposal is not accepted by signature and/or issuance of a purchase order authorizing Event in accordance with the Proposal, it will be void. All prices are subject to change without notice following Acceptance Period.</li>
<li style="padding-bottom: 10px;">ESTIMATE. This proposal was developed based upon information provided by the Customer ("Customer"). This proposal is an estimate of equipment and services to be provided in connection with the applicable event ("Event"). In the case where the actual amount of equipment, services and labor provided in connection with the Event is greater than the amount specified in this proposal based on unanticipated field conditions and/or changes in the proposal scope of work, the Customer will be alerted to the fact and a revised cost agreed upon by both parties, where applicable.</li>
<li style="padding-bottom: 10px;">TAXES, PERMITS, FEES ETC. Customer shall be directly responsible for all local taxes, permits, licensing fees, loading fees, facility fees, outside vendor fees, electrical hook-up fees, and/or electrical usage. Sales tax exempt entities must submit sales tax exemption certificates prior to the commencement of the Event. In the event tax exemption certificates are not received prior to the billing of the Event, sales tax will be due and payable at the time of final invoice.</li>
<li style="padding-bottom: 10px;">PAYMENT. Customers that seek to be billed for equipment rental, labor and other services must establish credit with IMS. Based on review of credit application, the Customer may be required to make a deposit prior to the first day of the Event. The deposit received will be credited to the final invoice for the Event. Customer shall be required to make full and final payment to IMS within the terms determined based on the credit application and documented on the Proposal. If payment is not made within the specified time period, a monthly fee will be charged in the amount of 1.5% (18% APR) per month on the outstanding balance until such time as the amount due is paid in full. In the event of late payment, IMS reserves the right to nullify all discounts provided to the Customer as specified in this proposal and full book rate shall be charged at the discretion of IMS. A convenience fee of 3.5% will be assessed to any invoice paid with a credit card.</li>
<li style="padding-bottom: 10px;">CANCELLATION. Any cancellation of the Event must be in writing, email is acceptable. If cancellation occurs prior to 24 hours from the start date, Customer is responsible for all reasonable expenses incurred by IMS to the date of cancelation. Full charges will apply if Event is cancelled within twenty four (24) hours prior to Event start time and/or at the time Event equipment leaves the IMS loading dock for transportation to the Event, whichever comes first.</li>
<li style="padding-bottom: 10px;">LABOR RATES. Hourly labor rates, minimum calls, overtime labor rates, daily labor rates and per diems apply and are based upon prevailing rates and practices at the venue where the Event is being held. Labor estimates were developed based on information provided by the Customer. All labor calls are subject to a minimum charge period based on local venue rules and/or Union rules as they may apply. In the event that the employee works more hours than estimated in the proposal, the Customer will be billed the appropriate prevailing or premium rate for the additional hours worked. An IMS representative will alert Customer in the event that actual labor will exceed Proposal estimates based on unanticipated field conditions and/or changes to the proposal scope of work, and a new cost will be agreed upon by both parties.</li>
<li style="padding-bottom: 10px;">EQUIPMENT RATES. Unless otherwise noted, all rates are based upon per-room, per day calculations with the minimum rental period being one calendar day. Consecutive day rentals are charged in half day increments after the first day. A day rental period consists of all or any portion of each 24 hour period starting at 12:00AM and continuing through 11:59PM. Customer agrees to pay the rental fees described in this proposal for the stipulated period. Any equipment that is used and/or retained by Customer for a longer period shall be subject to IMS's prevailing rates until equipment is returned. Customer is not responsible for any IMS delay in collecting equipment and this delay can not be regarded as retaining the equipment for a longer period.</li>
<li style="padding-bottom: 10px;">EQUIPMENT ACCESS AND TITLE. IMS shall be permitted free access to the equipment at any time before, during and/or after the Event for purposes of set, strike, maintenance and routine checks. IMS retains all title and rights in and to the equipment and all related accessories.</li>
<li style="padding-bottom: 10px;">DAMAGE AND SECURITY. Customer shall be responsible for all equipment that is damaged, lost or stolen (whether by use, misuse, accident or neglect), at the Event site during the rental period from the time of its arrival at the Event site until its removal from the site (the Security Period), unless caused by IMS's negligence or normal wear and tear. In addition to amounts due to IMS in connection with this proposal, Customer agrees to pay IMS upon demand for all amounts incurred by IMS on account of lost, damaged and stolen equipment occurring during the Security Period, based upon repair cost for reparable equipment or full replacement cost for lost or irreparable equipment, if Customer was found to have been grossly negligent. In addition, Customer shall be responsible for rental fees while equipment is being repaired and/or replaced. Customer is required to protect the equipment during the Event. Customer shall be responsible for all costs in the connection with the provision of security.</li>
<li style="padding-bottom: 10px;">EQUIPMENT FAILURE. IMS maintains and services its equipment in accordance with the manufacturer's specifications and industry practices. IMS does not however, warrant or guarantee that the equipment or services being provided will be free of defect, malfunction or operator error. If the equipment malfunctions or does not operate properly during the Event for any reason whatsoever, Customer agrees to immediately notify an IMS representative. IMS will attempt to remedy the problem as soon as possible so that the Event is not interrupted or compromised. In the event that equipment is damaged or malfunctions and cannot be fixed or replaced prior to the start of the Event or at any time during the Event, IMS will credit the rental cost of the applicable equipment on the Customers final invoice for the time period in which the applicable equipment was inoperable. Customer agrees and acknowledges that IMS assumes no responsibility or liability for any loss, cost, damage or injury to persons or property in connection with the Event as a result of inoperable equipment or otherwise. Under no circumstances will IMS be responsible for any indirect, special or consequential damages (including, but not limited to, loss of profits, interest, earnings or use) whether arising in contract, tort or otherwise in connection with the Event.</li>
<li style="padding-bottom: 10px;">LIMITATION OF LIABILITY. Notwithstanding any other provision, IMS's aggregate liability to Customer under any circumstance shall be strictly limited to an amount equal to the actual fees paid to IMS in connection with the Event.</li>
<li style="padding-bottom: 10px;">FORCE MAJEURE. Performance under this agreement may be delayed due to unforeseen and unavoidable delays caused by federal, state or municipal actions, statutes, ordinances or regulations; acts of god, hurricanes, earthquakes, other adverse weather conditions; war or terrorism; strikes or other labor disputes; or other unforeseeable incidents outside of any responsible party's control which shall make such performance impossible and/or impractical. The party whose performance is so delayed shall give notice of the delay and its cause to the other party to whom performance is owed within five (5) business days of the commencement of such delay.</li>
<li style="padding-bottom: 10px;">MISCELLANEOUS. This proposal shall be governed and interpreted by the laws of the State of Pennsylvania, USA. The individuals signing this proposal and/or the generation of a purchase order by the Customer authorizing acceptance of the Proposal for the Event each represent and warrant to the other that they have the proper authority to bind their respective parties to the provisions of the proposal. The provisions of this proposal may only be modified by written agreement signed between both parties.</li>
<li style="padding-bottom: 10px;">INDEMNIFICATION. Customer and IMS each hereby forever agree to indemnify, defend and hold harmless the other for any and all third party claims, losses, costs (including reasonable attorney's fees and costs), damages and/or injury to property and persons (including death, and all of the foregoing collectively referred to herein as the "Claims") as a result of the negligent acts, errors or omissions of the indemnifying party and their respective employees, agents, representatives and contractors, but only to the extent that such Claims arise out of or are directly related to this Proposal and/or the equipment and services being provided for the Event.</li>
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<p>This Privacy Policy (the “Policy”) governs the manner in which IMS Technology Services collects, uses, maintains, and discloses information collected from you in connection with the IMS Technology Services online storefront.</p>
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<p>IMS Technology Services may collect and store information about you and/or your business including your or your business’s name, email address, phone number, mailing address, accounting transaction data, payment or other financial information, aggregate transaction data, customer sales and order information, third-party data, business data, browser data, devices used, technical information about your means of connection to applications, and any other information or data submitted by you or third parties in connection with our Software Services, Storefronts, or other services rendered pursuant to the Agreement (the “Information”).</p>
<p><strong><span style="text-decoration: underline;">Information Use</span></strong></p>
<p>Information collected may be used in connection with or for purposes of providing services to you, your business, and to others, improving services provided to you, your business, or to others, providing notices to you, complying with applicable law, and any other lawful purpose, including protecting the health or safety of you or others, and monitoring and preventing fraudulent or unlawful third-party activity.</p>
<p><strong><span style="text-decoration: underline;">Commercial Use of Information</span></strong></p>
<p>IMS Technology Services will not sell or share the Information with third parties for any commercial purposes without your consent and express agreement. IMS Technology Services may, however, use the Information in order to share generic, collective, group, or other non-identifying information about the use of IMS Technology Services’s products and services as part of commercial transactions with third parties to help IMS Technology Services improve its products and services or for any other lawful purpose.</p>
<p><strong><span style="text-decoration: underline;">Third-Party Service Providers</span></strong></p>
<p>IMS Technology Services may use third-party service providers and vendors to assist IMS Technology Services in providing its products and services to you and others, including, without limitation, services to host IMS Technology Services’s Software Services, Storefronts, payment processes, and other services pursuant to the Agreement. IMS Technology Services may also use third-party service providers and vendors to store Information and other data. Any such third parties would have access to your Information for the limited purpose of assisting, as reasonably necessary, IMS Technology Services in providing Software Services and other services pursuant to the Agreement.</p>
<p>IMS Technology Services may disclose your Information as IMS Technology Services reasonably believes is required by court order, governmental directive, or other law, to protect the rights of IMS Technology Services, or as otherwise allowed pursuant to the Agreement or applicable law.</p>
<p><strong><span style="text-decoration: underline;">Information Protection</span></strong></p>
<p>IMS Technology Services will retain, protect, and process the Information and underlying or related data using commercially reasonable practices. Although IMS Technology Services will undertake such efforts to preserve and protect the integrity of the Information, you acknowledge and agree that all security measures have potential risks.</p>
<p><strong><span style="text-decoration: underline;">Customer Control of Collected Data</span></strong></p>
<p>You may decline to provide or submit Information to us, however, some of our Software Services, Storefronts, or other services may not be available to you if you choose not to provide or submit Information. You also have a right to access the Information that we hold (about you) upon reasonable written request.</p>
<p><strong><span style="text-decoration: underline;">Updates to our Policy</span></strong></p>
<p>By entering into the Agreement or the Acknowledgment or by using our products or services, you consent to the collection and use of your Information by us consistent with this Policy and the Agreement. We may change this Policy from time to time, for any reason. Any such changes become effective when posted.</p>
<p>To the extent that this Policy is inconsistent with applicable law, it is the intent of IMS Technology Services to comply with applicable law. If there is any conflict between any provision of this Policy and applicable law, such applicable law shall prevail; provided, however, that any such conflicting provision in this Policy shall be curtailed and limited only to the extent necessary to bring it within the legal requirements and the remainder of this Policy shall not be affected thereby.</p>
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