MADS Drone & Equipment Rental Equipment Terms and Conditions

 

TERMS: Customer’s rental of the Equipment is conditioned upon customer’s agreement with the terms of this contract. All of the terms herein are incorporated into all future contracts between Madison Area Drone Service (AKA MADS for purposes of this contract) and Customer upon Customer’s use of MADS’s equipment under those contracts without objection, unless subsequently modified in writing by MADS. Any reference in Customer’s purchase order or any other Customer document (except for any executed Customer credit application or additional terms which are required by law) shall be void and deemed rejected. “Customer” is identified on the Contract and includes any representatives, agents, officers, or employees of Customer and anyone signing the Contract on their behalf. “Equipment” is the equipment and/or services identified on this Contract, together with all replacements, repairs, additions, attachments and accessories thereto. Customer represents that the “Site Address” is the location where the Equipment will be located throughout the Rental Period and is identified on the Contract. “Store” is the MADS location identified on the Contract. “MADS” is Madison Area Drone Service and its affiliated companies, their respective officers, directors, employees, or agents.

FORCE MAJEURE: MADS is not liable for any delay or failure to deliver the Equipment due to causes beyond MADS’s control, including, but not limited to, rental stock levels, rental conflict, acts of God, fires, strikes, lockouts, floods, government laws, regulations, embargoes, shortages of material, components, or labor disputes, change of design, or discontinuances of manufacture. Any delivery dates stated on the lease agreement shall be extended by the time resulting from any such delay.

RENTAL CONTRACT: MADS hereby rents to Customer and Customer rents from MADS the Equipment pursuant to this Contract. Customer shall pay MADS the rental rates (including any minimum rental identified on the Contract, and other charges described herein when due, return the Equipment to MADS as required herein and otherwise comply with the Contract. This Contract is a true lease. The Equipment is and shall remain the personal property of MADS. The Equipment shall not be considered affixed to real property. The Equipment shall be maintained during the duration of the rental period as necessary to preserve condition of rental equal to that of the beginning of the rental period.

PERMITTED USE: Customer agrees that MADS has no control over the manner in which the Equipment is operated during the Rental Period by Customer or any third party that Customer implicitly or explicitly permits. Customer warrants that prior to each use of the Equipment, Customer has or will inspect the Equipment to confirm that the Equipment is in good condition, without defects, includes readable decals and operating and safety manuals and is suitable for Customer’s intended use. Customer warrants that any apparent agent at the Site Address is authorized to accept delivery of the Equipment. Customer shall immediately notify MADS if the Equipment is lost, damaged, stolen, unsafe, disabled or malfunctioning, defects are discovered, the Equipment is levied upon, or threatened with seizure, or if an Incident occurs. Customer is responsible for all information needed regarding the operation of the Equipment and MADS does not explicitly imply any such material will be provided before, during or after the rental period. MADS is not responsible for providing operator or other training unless Customer specifically requests and pays for training that MADS has agreed to provide. Customer is responsible to obtain all training that Customer desires from third parties if MADS does not provide such training, prior to the Equipment Use. Only Authorized individuals, those who are familiar with and properly trained to use the Equipment, and are not under the influence of drugs or alcohol shall use and operate the Equipment. The Equipment’s use shall be in a careful manner, in compliance with all operation and safety manuals and other instructions provided on, in or with the Equipment and all Federal, State, and local laws and licenses, including but not limited to the Federal Aviation Administration (FAA), as revised. All Equipment shall be kept in a secure location.  Usage of equipment must obey FAA regulations and any such operation of equipment outside of standard FAA regulations must have proper waivers in place before such operation is commenced.

PROHIBITED USE: Customer shall not alter, disfigure, or cover up numbering, lettering, decals, or insignia on the Equipment or remove any operation or safety manuals. Customer shall not disassemble the rental or any of its component pieces.  Customer shall not exchange any parts from rental with parts from another similar equipment product.  Customer shall not assign its’ rights under this Contract. Customer shall not intentionally damage the Equipment. Customer shall not use the Equipment in a negligent, reckless, illegal, unauthorized or abusive manner nor allow the operation of the Equipment for an illegal purpose or by any unauthorized individual. Customer acknowledging that the Equipment may be dangerous if used improperly or by untrained parties and/or may be a hazard to air traffic, ground traffic, nearby pedestrians and/or property if used in an unsafe manner.

MAINTENANCE: Customer shall perform routine maintenance of the Equipment, including inspections and maintenance of propellers, motors, moving gimbal assemblies, batteries, battery retention mechanisms, and cleaning in accordance with the manufacturer’s specifications (all other maintenance or repairs may only be performed by MADS, but MADS has no responsibility during the Rental Period to inspect or perform any maintenance or repairs unless Customer requests a service call). MADS will keep the equipment firmware and Safe-Fly database up to date – Please do not update any firmware unless instructed to do so by MADS.  If MADS determines that repairs to the Equipment are required, other than Ordinary Wear and Tear, Customer shall pay the full cost of repairs, and rental of the Equipment until the repairs are completed, unless objected by the coverages as indicated in the Damage Insurance terms. “Ordinary Wear and Tear” means normal deterioration considered reasonable in the equipment rental industry for one shift use. MADS has the right to enter, inspect, and observe the use of the Equipment, wherever located. Customer has the authority to and hereby grants MADS the right to enter the physical location of the Equipment for the purposes set forth herein. MADS shall be responsible for repairs needed because of Ordinary Wear and Tear, such as battery degradation or similar time and use-based wear and tear. Customer agrees that repair or replacement of the Equipment is Customer’s exclusive remedy for MADS breach of this Contract. Notwithstanding MADS service commitment, MADS shall have no obligation to (a) repair or replace Equipment damaged by Customer’s breach of this Contract or other misuse, abuse or neglect; or (b) stop the rental period, commence repairs or rent other equipment to Customer until Customer or Customer’s insurance company has inspected such Equipment and agreed to pay or paid for such costs.

CUSTOMER LIABILITY FOR DAMAGE AND LOSS. CUSTOMER ASSUMES DURING THE RENTAL PERIOD (DEFINED BELOW) ALL RISKS ASSOCIATED WITH THE POSESSION, CUSTODY, AND OPERATION OF AND FULL RESPONSIBILITY FOR, THE EQUIPMENT, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, DEATH, RENTAL CHARGES, LOSSES, DAMAGES AND DESTRUCTION, INCLUDING TRANSPORTATION: “Incident” is any fine, citation, theft, accident, casualty, loss, injury, death or damage to person or property, claimed by any person, or may be or appears to have occurred on, in connection with, or around the Equipment. After an incident, Customer shall (a) immediately notify the police and MADS; (b) secure and maintain the Equipment and the surrounding premises in the condition existing at the time of such Incident, until MADS and/or its designees investigate such Incident (c) immediately after receipt submit to MADS copies of all police or other third party reports and notify MADS of any other reports; and (d) pay MADS, in addition to other sums due herein the rental rate for Equipment until the repairs are completed or Equipment replaced plus (i) the manufacturer’s list price on the date of the loss (“MSRP”) of the lost or destroyed Equipment (“lost” being when Equipment location is unknown, or Customer in unable to recover for a period of 30 days): or (ii) the full cost of repairs of damaged Equipment. Accrued rental charges shall not be applied against such additional amounts. MADS shall have the immediate right, but not obligation, to reclaim any Equipment involved in any Incident.

NO WARRANTIES: MADS does not design or manufacture the Equipment and is not the agent of the party (ies) that do. MADS disclaims any and all representations and warranties, express or implied, with respect to the Equipment and its durability, condition, merchantability, or fitness for any particular purpose. Customer acknowledges acceptance of the Equipment on an “AS IS WHERE IS” basis with “ALL FAULTS” and without any recourse whatsoever against MADS. Customer assumes all risks associated with the Equipment and releases MADS from any and all liabilities and damages (including lost profits, personal injury, and special and incidental, and consequential damages) in any way connected with the Equipment, its operation or use or any defect or failure thereof or a breach of MADS obligations herein.

RELEASE AND INDEMNIFICATION: To the fullest extent permitted by law, Customer indemnifies, releases, holds MADS harmless and at MADS request, defends (with counsel approved by MADS) from and against all liabilities, claims, losses, damages, and expenses (including attorney’s fees and expenses) however arising or incurred, related to any incident, any damage to property, injury to, or death of any person or any contamination or alleged contamination, or violation of law or regulation caused by or connected with the use, possession, or control of the Equipment during the rental period or breach of this contract, whether or not caused by the active or passive negligence or other fault of any party indemnified herein and any of the foregoing arising or imposed in accordance with the doctrine of strict or absolute liability. Customer’s indemnity obligations shall survive the expiration or termination of this contract. If any part of this section is determined invalid by a court or competent jurisdiction, customer agrees that this release and indemnification shall be enforceable to the fullest extent permitted by law.

INSURANCE: During the Rental Period, Customer shall maintain, at its’ own expense, the following minimum insurance coverage (a) general liability insurance of not less than $1m per occurrence, including but not limited to, coverage for Customer’s contractual liabilities herein (including the release and indemnification clause contained in Section 8); (b) property insurance against loss by all risks to the Equipment, in an amount at least equal to the MSLP thereof; and (c) worker’s compensation insurance as required by law; and (d) if the Equipment is to be used on any roadway, automobile liability and physical damage insurance (including comprehensive and collision coverage, a non-owned vehicle and endorsement and uninsured motorist coverage), in the same amounts set forth in subsections (a) and (b). Such policies shall be primary (and not on an excess basis), on an occurrence basis, name MADS as an additional insured and loss payee, and provide for MADS to receive at least 30 days prior written notice of any cancellation or material change in such coverage. Customer shall provide MADS with certificates of insurance evidencing the coverage’s required above prior to any rental and any time upon MADS (failure to provide such certificates may constitute a breach of this Contract). The insurance required herein does not relieve Customer of any of Customer’s responsibilities, indemnification or other obligations herein, or for which customer may be liable by law or otherwise.

RENTAL PERIOD: “Rental Period” commences when the Equipment is delivered to Customer or the Site Address and continues until the Equipment is returned to MADS during normal business hours, OR until the return shipping label is scanned into the appropriate shipping center, provided the Customer has otherwise complied with this Contract and the Equipment is in the condition required herein. MADS may terminate this Contract at any time, for any reason, after the estimated Rental Period identified on the Contract.

ID & ADDRESS CONFIRMATION: MADS requires ID and address verification PRIOR to shipment of the rental and completion of your order.  If the information cannot be confirmed, or for whatever reason MADS cannot confirm certainty as to the ID and/or address details, MADS reserves the right to cancel and refund the rental order at any time.  NOTE: The “Ship-To” address MUST match the address on your provided identification, or, if the “Ship-To” address does not match your provided identification, then the address must be able to be confirmed within reasonable doubt (for example, the “Ship-To” address is a business you own).  Rentals cannot be shipped to PO Boxes, UPS Stores, freight forwarders, hotel, motel, Air B&B, or homes & businesses not in direct relation to your provided information (IE: friends or family home or place of business).  “Ship-To” address must be a current and valid address.  If a payment is made via a third-party payment system such as PayPal, the address must be a “Confirmed Address” and must match your provided ID.  MADS reserves the right and discretion to either approve or deny a rental order and contract, at any time, for any reason.  By completing the remainder of this Rental Contract, you are confirming that you have read and thoroughly understand these Terms & Conditions.

RENTAL RATES: The total charges specified in this Contract are: (a) estimated based upon Customer’s representation of the estimate Rental Period identified on the Contract (rental rates beyond the estimated Rental Period may change); and (b) any additional charges added by the customer during the checkout process, including but not limited to: Additional insurance, Additional accessories or other. 3-Day and Weekly and rental rates may or may not be prorated and/or the daily rental rate may apply. Customer shall notify MADS if the Equipment is used in excess of the above number of hours or the estimated Rental Period, and if so used, Customer shall pay additional fees. In addition to the rental rates and other fees for the Equipment, Customer is responsible for (i) all licenses, fees and taxes based on Customer’s use of the Equipment; (ii) delivery and pickup costs to and from the store; (iii) maintenance, repairs and replacements to the Equipment as provided herein; (iv) a cleaning fee if the Equipment is returned unclean; (v) fees for lost or consumed accessory pieces.  Payment for all estimated charges is due at or before the time of rental, in cash or by credit card, or other online payment available on the website or in store, unless MADS approves Customer’s executed credit application.

PAYMENT: Customer is liable for and shall pay all rental charge(s) and applicable federal, state and/or local taxes, without offsets, deductions or claims, in full no later than the end of the Rental Period, or if an approved credit customer, upon receipt of MADS invoice within agreed to terms. Customer must notify MADS in writing of any disputed amounts, including credit card charges, within 15 days of receipt of the invoice/contract or Customer shall be deemed to have irrevocably waived its right to dispute such amounts and the amounts shall be deemed final and binding. At MADS discretion, any credit account with a delinquent balance may be placed on a cash basis, deposits may be required, and the Equipment picked up without notice. Deposits are only required to be returned after all fees and expenses paid in full. Customer agrees that if a credit card is presented to pay for charges or to guarantee payment, Customer authorizes MADS to charge the credit card the estimated charges specified in this Contract, any required security deposit and all additional charges subsequently incurred by Customer, including but not limited to, loss of or damages to the Equipment. Customer’s obligations to return and pay for the amounts due herein shall survive the Rental Period and termination of this Contract.

DEFAULT: Customer shall be in default if Customer: (a) fails to pay sums when due; (b) breaches any provision of this Contract; (c becomes a debtor in a bankruptcy proceeding, files a credit card chargeback or check cancellation, or goes into receivership; (d) places the Equipment at risk if MADS, in good faith deems itself insecure; (e) fails to return Equipment immediately upon MADS demand; or (f) is in default under any other contract with MADS. If a Customer default occurs, MADS shall have, in addition to all rights and remedies at law, or in equity, the right to enter the Site Address or wherever the Equipment is located to repossess the Equipment without judicial process or prior notice. Customer shall pay all of MADS costs, including reasonable costs of collection, court costs and attorney’s fee incurred in exercising any of its rights or remedies herein. The use of false identification to obtain Equipment or the failure to return Equipment by the end of the Rental Period may be considered theft, subject to criminal prosecution and civil liability where permitted, pursuant to applicable laws. Customer waives any right of action against MADS for such entry or repossession.

 

FINANCING: This contract and all of Customer’s rights in and to the Equipment are subject and subordinate to all rights, title and interest of all persons (including MADS secured lenders) who have financed or leased the Equipment or provided financing to MADS.

LIMITATION OF MADS LIABILITY: In consideration of MADS rental of the Equipment to Customer, Customer agrees that MADS liability with respect to his contract, including any liability arising from MADS or any third party’s comparative, concurrent, contributory, passive or active negligence or that arises as a result of any strict or absolute liability, shall not exceed the total Rental Charges paid by Customer under this Contract.

JURY TRIAL WAIVER: To the extent permitted by law, in any action to enforce or interpret the terms of this Contract, the parties hereby knowingly, voluntarily and intentionally waive any right they may have to a trial by jury, this waiver being a material inducement for the parties entering into this Contract.

COMPLIANCE WITH EXPORT AND IMPORT LAWS: Customer acknowledges and agrees that removal of the Equipment from the United States is prohibited under this Agreement. If Customer desires to transport or cause the transport of the Equipment from the United States and /or operate the Equipment outside of the United States, Customer must notify MADS prior to taking such action, and subject to agreement by MADS, a separate Rider to this Agreement shall be executed and the terms of such Rider shall be incorporated herein. Although prohibited under this Agreement, if Customer exports or re-exports the Equipment, Customer acknowledges its understanding that the Equipment is subject to export control laws and regulation of the US Government including but not limited to the Export Administration Regulations, and that Customer is responsible for complying with such laws and regulations. Customer further acknowledges that it is responsible for (a) determining whether export or re-export licenses or other authorizations are required; (b) obtaining any required license(s), or documentation prior to exporting or re-exporting the Equipment; (c) obtaining any required documentation necessary for the return of the Equipment, and; (d) ensuring no unauthorized transfers or diversions of the Equipment occur. Refer to www.bis.doc.gov for information.

MISCELLANEOUS: If this Contract identifies any Equipment that is to be purchased by Customer, MADS sells and delivers such Equipment to Customer on an “AS IS WHERE IS” basis, with all faults and without any warranties (other than manufacturer warranties, if any) in consideration for Customer’s payment to MADS of the full purchase price of the Equipment. MADS retains title to the Equipment until Customer has paid in full. This Contract (a) together with any Customer executed credit application constitutes the entire agreement of the parties regarding the Equipment and may not be modified except by written amendment signed by the parties’ and (b) shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to any conflicts of law principles. If any provision of this Contract is prohibited by law in any state, such provision shall, as to such state, be ineffective to the extent of such prohibition without invalidating the remaining provisions. Headings in this Contract are for convenience only. Any failure by MADS to insist upon strict performance of any provision of this Contract shall not be construed as a waiver of the right to demands strict performance in the future. Customer, and the person signing this Contract, represent that; (i) they both have full authority to execute, deliver and perform this contract; and (ii) this Contract constitutes a legal, valid, and binding obligation of the Customer, enforceable in accordance with its terms. When Customer is a buyer of Equipment, they are hereby notified that MADS has assigned its rights (but not its obligations) in the agreement to sell the asset(s) described herein to MADS.

The total charges in this Contract are an estimate based on the estimated rental period provided by customer. Customer assumes all risks associated with the Equipment during the Rental Period, including injury and damage to persons, property, or the equipment. Customer is responsible for and shall only permit properly trained, authorized individuals, who are not under the influence of drugs or alcohol, to use the Equipment. If the Equipment does not operate properly, the Equipment is not suitable for customer’s intended use or customer has any questions regarding the use of the Equipment, do not operate the Equipment and contact MADS immediately. Misuse of the Equipment or using damaged or malfunctioning Equipment may result in serious bodily injury or death. Customer has received, read, understand and agrees to the estimated charges herein and all the terms and conditions of this contract, including the Release and Indemnification provision in section 9.