This terms sheet provides the terms and conditions for all agreements between 2301 Media, LLC (2301 Media) and any client, customer, renter, or lessor (Client) for any rental, event, installation, or other job performed by 2301 Media. In the event of any conflicts between this document and a 2301 Media written estimate, the estimate’s specified terms control.
Rates: Quoted rates are valid for 30 calendar days. Equipment cost, unless otherwise noted, is based on a daily rate. Labor rates are solely for the times specified. Full-day rates include up to 10 hours total time on site (such as for setup, show, and strike), and half-day rates include up to 5 hours. All hourly labor is a subject to a three-hour minimum charge.
Overtime: 2301 Media recognizes that live events may run beyond the scheduled timeframe. While we strive to remain flexible, we cannot absorb Client-incurred overtime costs. For labor rates, 2301 Media offers a 20-minute grace period; beyond that, overtime rates will be charged, inclusive of the grace period. Overtime carries a one-hour minimum charge and is thereafter billed in 30-minute increments. Although in many circumstances, the quoted hourly rate is sufficient for overtime, 2301 Media reserves the right to charge up to 150% (time-and-a-half) of the quoted hourly rate. Overtime labor will be charged for all personnel on site, including strike crews. Client is liable for all added rental or sub-contracted costs resulting from overtime.
Equipment: Prior to events, 2301 Media tests its equipment to ensure functionality. Despite this, Client acknowledges that, by its nature, electronic equipment may be found inoperative once on site and that rented or sub-contracted equipment is subject to availability. In the very unlikely event that quoted equipment is unavailable, 2301 Media may offer reasonable substitutes or the option of securing the quoted equipment at additional Client cost. There is no charge for inoperative equipment.Professional equipment is to be used solely by 2301 Media personnel, its agents, and subcontractors. For equipment being used, rented, leased, or otherwise handled directly by Client, its agents, or sub-contractors (microphones, reference monitors, iPads, laptop computers, etc.), Client remains liable for the repair or replacement of all equipment suffering damage, loss, or theft. Client assumes full responsibility for all rented or leased equipment from the time the equipment is delivered or otherwise placed within Client’s custody. Client commits to the use of all equipment in a careful, proper, and professional manner and to comply with, and conform to, all applicable laws, ordinances, and regulations relating to the equipment’s use or possession.
Environment: Once Client approves an estimate for a particular event, 2301 Media will set up its equipment in good faith provided that all event spaces are free from smoke, mud, dirt, sand, water, or other matter damaging, or, in 2301 Media’s discretion, likely damaging, to the equipment. 2301 Media may refuse service or use of equipment in a damaging environment. 2301 Media can, upon request and with reasonable notice, provide alternate pricing for all-weather equipment, which may result in additional Client-incurred costs. Should 2301 Media, in its sole discretion, find the environment unsafe for the equipment scheduled, 2301 Media will remove its equipment, with Client remaining liable for the full invoice.
Internet & Software: 2301 Media has no liability for equipment malfunction, internet reliability, failure to broadcast due to faulty internet connection(s), failure of third-party software, weather-related issues, or “acts of God.”
Editing & Studio: Because video editing, being based on Client’s individual desires, is inherently subjective, audio and video editing is invoiced hourly, 2301 Media reserves the right to charge overtime rates on any project deemed “critical,” where work is conducted outside normal business hours, or requires more than 8 hours per day to ensure completion by Client’s timeline. Client will be invoiced for all specialized plug-ins, graphics, royalties, audio tracks, etc., that are required for the final product.
Payment: To schedule an event, a 50% minimum deposit is required. Final payment is due within 5 business days of invoice receipt. Late payments are subject to added fees of 2% per month (24% APR), but no less than $50. Client is liable for 2301 Media’s reasonable expenses in attempting to recover the invoice balance, including both collection fees and attorney’s fees and costs. 2301 Media reserves the right to pursue all available remedies against Client, including, but not limited to, recovering possession of equipment, obtaining from Client a form of payment for the outstanding balance, hiring outside debt collection firms, attorneys, or private investigators, and filing of criminal charges. These remedies are not exclusive.For those with an ongoing work relationship, 2301 Media may in its discretion waive the required deposit and schedule events with Client confirmation of estimate approval, or, if rates have been previously accepted, a request for service. Payment is due within 30 days from invoice receipt.
Cancellations: Cancellations within 72 hours of the show date are subject to payment of 50% of the total estimate. Cancellations within 24 hours of the show date are subject to payment of 80% of the total estimate. Client acknowledges that once an agreement has been approved, 2301 Media will begin the process of securing rental items and purchasing event-specific items. Client remains liable for rental items that cannot be canceled or purchased items that cannot be returned, regardless of cancelation notice timing.
Indemnification and Inability to Perform: 2301 Media does not assume any, and Client indemnifies, defends, and holds harmless 2301 Media against all, liability or claims resulting from Client’s or event participant’s negligence that results in damaged equipment, injuries, or death. This does not absolve 2301 Media from using best practices in the setup and performance of all equipment or remove liability from accidents or incidents that occur due to 2301 Media negligence. Client is fully liable for all costs, regardless of an inability to perform, for issues beyond 2301 Media’s control, including talent issues, scheduling issues, governmental enforcement, weather-related issues, or “acts of God.”
Insurance: Client must, where appropriate, secure professional event insurance and ensure that all venues are secure and provide adequate property insurance that, in the event of damage, covers all 2301 Media equipment replacement and the rental or lease of such equipment until the equipment can be replaced. Upon request, Client must add 2301 Media as an additional insured and loss payee.
Permits & Legal Enforcement: Client warrants that the conduct all events will be within the guidelines of all applicable laws. Unless otherwise agreed in writing, all permits required by enforcing governmental agencies remain Client liability. Should Client or event be found in noncompliance with applicable laws resulting in event shutdown, Client remains fully liable for all costs. In the event of governmental seizure of 2301 Media equipment, whether owned, rented, or sub-contracted, Client is liable for the full replacement cost, as well as the rental or lease of the equipment until the equipment can be replaced. Client indemnifies, defends, and holds harmless 2301 Media against all liability or claims resulting from the Client’s failure to comply with applicable laws and ordinances.
Installations:
Scheduling: Equipment installation will be scheduled with Client. Should 2301 Media arrive at a pre-arranged time and Client requests to reschedule, Client will be charged a two-hour fee for all personnel on site. Should Client request a cancelation of an installation, Client remains liable for a 15-percent restocking fee for all returnable equipment purchased plus any non-refundable fees (e.g. shipping fees). For equipment that is not returnable, Client remains liable for the purchase price and may take possession of purchased equipment.
Warranties: 2301 Media offers the following warranties in connection with installed equipment. Conflicting statements on 2301 Media estimates or invoices override those stated below. Failure to make timely payment voids all warranties.
Minor Installation: For installations with a labor charge of less than $2,500, the warranty is 30 days from the date of installation.
Standard Installation: For installations where the labor charge is greater than $2,500 and less than $10,000, the warranty is 90 days.
Large Installation: For installations where the labor charge is greater than $10,000, or where the total job price, including equipment supplied by 2301 Media, is greater than $50,000, the warranty remains for one year.
2301 Media offers no warranty on Client-supplied equipment, equipment paid for directly by Client or equipment where 2301 Media was reimbursed for costs without standard mark-up (Notes as “Reimbursement” on invoice).
Warranty Restrictions: All warranties are subject to proper use. Abuse, neglect, or customer-inflicted damage voids all warranties. These warranties do not cover events and accidents that result from natural causes and cannot be anticipated and provided against (“acts of God”), from a failure of normal maintenance, or from wear and tear. The above warranties cover only repair or replacement. 2301 Media assumes no responsibility for resulting damages. This warranty excludes all incidental and consequential damages. All warranties are non-transferable.
Electronic equipment functionality relies on electrical power to be within industry norms. 2301 Media assumes no liability for damage to equipment that is the result of a power surge, voltage fluctuations greater than plus or minus five percent, frequency fluctuations greater than plus or minus 0.5 Hz from the 60 Hz standard, voltages greater than 125 v AC or lower than 105 v AC, improper wiring or electrical installation, or any other problematic electrical. Client indemnifies, defends, and holds harmless 2301 Media against all, liability or claims resulting from equipment failure due to problematic electricity.
Equipment Warranty: For equipment provided, the manufacturer’s warranty governs. 2301 Media will facilitate, or otherwise, assist with the repair or replacement of equipment, as set forth in section 8, C of this document, including shipping the unit to the manufacturer for repair.
Diagnosis: 2301 Media will arrange for the diagnosis of failed components or installation issues. Should the defect be found to be due to equipment or issues not under warranty or due to a warranty exclusion, as stated above, Client remains liable for 2301 Media labor and expenses.
Despite i. and ii. above, any (a) third-party material changes to 2301 Media’s installation or configuration, or (b) the addition of other material equipment to 2301 Media’s installation or configuration, voids 2301 Media’s warranty.
Installation Payment Terms: All equipment ordered must be paid, in full, prior to its installation. Installation invoices must be paid within five days of the invoice date. For jobs that exceed two weeks, 2301 Media reserves the right to submit progressive invoices, which must be paid within five days, and to cease installation if Client delays payment. Client grants 2301 Media a security interest in all ordered equipment, including post-installation (despite its having become a fixture), until 2301 Media’s outstanding Client invoicing are fully satisfied and authorizes 2301 Media to file a Form UCC-1 financing statement with the Michigan Secretary of State to perfect its security interest.
Applicable Law: Michigan law controls all aspects of this term sheet’s enforcement and construction. Any portion of this agreement found unenforceable does not affect the remainder of the agreement, which remains valid and enforceable. The parties stipulate to Oakland County, MI, for venue as to any dispute between them.
