Patchbay Rental Agreement

1. Terms of Rental

Renters may agree to rent certain property (the “Equipment”) from Lenders pursuant to the terms set forth herein and the terms governing the rental of such Lender's Equipment as made available to Renter through the Website during the ordering process (the “Rental”). The terms in the description of the Rental on the website are incorporated into these Terms by reference. If there is any conflict between the Rental and these Terms, these Terms shall supersede.

2. Duration of Agreement

The initial term of the Rental (the “Rental Term”) shall commence upon receipt of the Equipment by Renter or Renter's agents and will end on the return date set forth in the Rental (the “Return Date”), subject to the terms of Section 8.

3. Rental Is Not a Sale

This is a rental agreement only, and all right, title, and property interest in the Equipment remains at all times with Lender. No part of the Equipment that is leased pursuant to this Agreement shall be deemed the property of the Renter, nor shall Renter acquire any proprietary interest or security interest in the Equipment by virtue of this Agreement or any oral representation. None of the Equipment may be transferred, sold, assigned, or pledged pursuant to this Agreement.

4. Billing and Payments

Patchbay uses a third-party payment processor, Stripe, (the “Payment Processor”) to bill you through a payment account linked to your account on the Website (your “Billing Account”). The processing of payments will be subject to the terms, conditions and privacy policies of the Stripe in addition to these Terms. You can access Stripe's Terms of Service at https://stripe.com/legal/ssa and their Privacy Policy at https://stripe.com/privacy. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to rent Equipment you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any such Products in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.

The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

You must provide current, complete and accurate information for your billing account. You must promptly update all information to keep your billing account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify us or our payment processor if your payment method is canceled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password. If you fail to provide any of the foregoing information, you agree that we may continue charging you for any use of paid subscriptions under your billing account unless you have terminated your paid subscriptions as set forth above.

If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges.

5. Rental Payments

If rental payments are not timely processed, Lender will be under no obligation to make the Equipment available for pick-up. Unless the Rental does not permit an automatic renewal, the Rental Term will automatically renew for a daily term and at a daily prorated charge based on the rental charge for the initial Rental Term until the Equipment is returned. Payment during any renewal Rental Term shall be made as provided herein. If Renter fails to return the Equipment at the end of the applicable Rental Term, Renter agrees to pay all rental charges set forth herein until the Equipment is returned. Patchbay also reserves the right to charge the Renter a late fee, per piece of rented Equipment, in addition to the daily rate stated as part of the Rental. With regard to the rental of Equipment, Renter understands and agrees that Patchbay is only providing billing, collection, and ancillary services to Lender, and are not a party to any agreement between Renter and Lender nor responsible for any obligations of Lender or Renter under these Terms.

6. Renter's Responsibility to Protect the Equipment/Limitations on Use

Renter shall, at all times after receipt and acceptance of the Equipment maintain said Equipment in good condition and will not permit any practice that will injure or damage the Equipment in any manner whatsoever.

Renter agrees to use the Equipment solely for the purpose for which it is supplied, in a careful and proper manner and will comply with the laws, rules, ordinances, statutes and orders regarding the use, maintenance and storage of the Equipment.

Renter shall keep the Equipment free and clear of any liens and shall not permit any act or encumbrance where Lender's title or rights may be negatively affected. Renter shall be responsible for complying with and conforming to all laws and regulations relating to the possession, use, or maintenance of the Equipment.

Renter shall not alter the Equipment in any way unless authorized in writing by the Lender via the Website's Lender-Renter messaging portal.

Renter agrees that the Equipment provided by Lender shall only be operated by competent personnel, familiar with the operation of such Equipment. No person operating or using the Equipment will be under the influence of any substance, including alcohol or drugs.

Renter agrees to provide an on-site environment that meets the requirements for proper operational performance of the Equipment. Renter agrees to provide reasonable security at the site of use, to minimize the exposure of the Equipment to loss and/or damage.

Renter shall obtain all licenses and permits required to operate the Equipment and Renter shall require all operators of the Equipment to be properly licensed or have the proper permits prior to operating such Equipment.

Renter shall take reasonable precautions regarding the use of the Equipment to protect all persons and property from injury or damage.

7. Receipt of Property in Acceptable Condition

The receipt by Renter of the Equipment shall constitute acknowledgement that the Rented Property is in good, safe, serviceable condition, reasonable wear and tear excepted and fit for the use for which it has been rented.

Renter is responsible for inspecting the Equipment for all cosmetic and functional discrepancies against the Equipment's listing on Patchbay. If any such discrepancies are found and disqualify the Equipment from being acceptable for receipt and rental, the Renter must immediately submit a cancellation request (“Cancellation Request”) on Patchbay. If any such discrepancies are found with the Equipment, but the Equipment is deemed acceptable for receipt and rental, the Renter must document said discrepancies via text/photo/video (as applicable) and submit them via the Renter-Lender messaging portal on Patchbay.

If no Cancellation Request is submitted, the Equipment is assumed to be in acceptable condition and the Rental shall commence.

After Equipment is deemed acceptable for receipt, the Renter forfeits any and all claims of pre-existing cosmetic or functional damage unless documented and submitted via Patchbay as outlined above.

8. Renter's Responsibility to Return Rented Equipment/Timeliness

Renter is responsible for the safe and timely return of the Equipment on the agreed upon Return Date. On the last day of the Rental Term, whether under the initial Rental Term or any extension thereof, both parties will arrange for the return of the Equipment to the Lender. The Equipment shall be returned to Lender in a functional and aesthetic condition equivalent to as it was at the commencement of the Rental Term, ordinary wear and tear excepted. Lender shall not be responsible for any of Renter's material remaining in the Equipment upon its return, including but not limited to batteries, memory cards and other personal effects.

If the Equipment is not returned by the agreed upon Return Date, the Rental Term shall extend daily at 1.25x the daily rental rate until returned.

9. Rental Delays

Unless expressly specified otherwise, Lender shall make available for pick-up the rented equipment as soon as possible under the circumstances. In the event of any delay or nonperformance on the part of the Lender, Renter may, at its option, and without liability, cancel all or any portion of these Terms and/or extend any date upon which any performance hereunder is due.

10. Renter's Responsibility to Repair or Replace the Equipment

In the event of damage (beyond standard wear and tear), destruction, or loss to the Equipment, or any part thereof, by any cause whatsoever, during the period of the Agreement, or while the Equipment is in the possession or under the custody and/or control of Renter, or Renter's employees, agents and/or representatives, Renter shall be liable to Lender for the cost of repair (if damaged) or the full replacement value of the Equipment if lost, destroyed, or stolen. Renter will cooperate with Lender in Lender's efforts to recover under any insurance policy that may cover the loss of the Equipment.

11. Cancellation Policy

The above cancellation policy is designed to prioritize trust and safety between Patchbay community members and penalize abuse of the platform. Whenever a Cancellation (or any alteration to a Rental beyond the scope of the original Rental terms and dates), it is essential that users communicate promptly.

Upon pickup, it is the Renter's responsibility to thoroughly inspect the Equipment for any cosmetic or functional discrepancies from the original Listing on Patchbay. If any such discrepancies are found, Renters must document them via text/photo/video within the Patchbay Renter-Lender messaging portal. If the discrepancies found disqualify the Equipment from being acceptable for rental, the Renter must immediately submit a Cancellation Request, which will be manually reviewed by Patchbay. If no Cancellation Request is submitted by 11:59pm on the Rental Start Date, the Equipment is assumed to be in acceptable condition and the Rental to commence as expected. In the case of a cancellation, any increase of the Rental Refund amount is solely at the Lender's discretion.

13. Insurance

If Lender requires it in the Rental, Renter shall obtain a certain level of insurance, which may include, but is not be limited to (a) Commercial General Liability Insurance, (b) Automotive Liability Insurance, (c) Workers Compensation and Employment Insurance, (d) Inland Marine Insurance, and (e) Misc. Rental Equipment Insurance, against all liabilities and damages with respect to Renter's use of the Equipment during the Rental Term, name Lender as additional insured under Renter's insurance policy, and provide to Patchbay and Lender a certificate of insurance, which Renter uploads through the Website. Renter hereby agrees that if insurance is required by Lender, no Equipment shall be delivered by Lender prior to the receipt of proof of a level insurance specified in the Rental.

Within the Website, Patchbay may display, connect or link to third party insurance providers (the “Third-Party Insurance Providers”) that offer certain types of insurance plan offerings (the “Third-Party Insurance Plans”). However, Patchbay does not directly offer such Third-Party Insurance Plans and you hereby acknowledge that Patchbay does not supervise, direct, control or monitor such Third-Party Insurance Plans and expressly disclaims any responsibility and liability for such Third-Party Insurance Plans, including but not limited to any warranty or condition of quality or fitness for a particular purpose, or compliance with any law, regulation, or code. Renters are responsible for making their own determinations that a Third-Party Insurance Plan is suitable for their use. Patchbay is not responsible for making sure that a Third-Party Insurance Plan is sufficient for Renter's use. Patchbay similarly is not responsible for ensuring that information that Third Party Insurance Provider provides about themselves or about a Third-Party Insurance Plan they are offering is accurate or up to date. Patchbay does not control the actions of any Third-Party Insurance Providers.

14. Renter's Indemnification of Lender

Renter agrees to, and does hereby, defend, indemnify, and hold harmless Lender against any and all loss, damage, expense and penalty, including costs, expenses, and reasonable attorneys' fees, arising from any and all causes of action on account of or in connection with: (i) any breach of this Agreement by Renter, (ii) any injury to person or property of any character whatsoever occasioned by the operation or handling of the Equipment both during the rental period, and thereafter until the Equipment is returned to the custody of Lender; (iii) the breakdown or failure of the Equipment, and/or any part or parts thereof during the rental period term or thereafter until the Equipment returns to the custody of Lender, including, but not limited to, the costs or damages of musicians, vocalists, concert or event promoters, sponsors or investors, except to the extent caused by the gross negligence or willful misconduct of Lender; and (iv) the gross negligence, willful misconduct, fraud, or misrepresentation of Renter or of persons acting for or on behalf of Renter pursuant to these Terms, including without limitation, officers, directors, employees, agents and contractors of such party.

15. Limitation of Liability

LENDER AND PATCHBAY EXPRESSLY DISCLAIM ANY LIABILITY IN THE EVENT THAT ANY MECHANICAL BREAKDOWN OR FAILURE OF THE EQUIPMENT SHOULD RESULT IN DAMAGE, LOSS, DELAY, OR ANY OTHER INTERFERENCE IN RENTER'S WORK PRODUCT. LENDER'S EXCLUSIVE OBLIGATION AND LIABILITY TO RENTER SHALL BE TO REPAIR THE EQUIPMENT OR PROVIDE RENTER WITH THE SAME OR SIMILAR EQUIPMENT, IF THE NEED FOR SUCH REPAIR OR REPLACEMENT ARISES FROM THE NORMAL AND PROPER USE OF THE EQUIPMENT IN ACCORDANCE WITH ITS INTENDED PURPOSE, IN ORDER TO ACCOMPLISH THE SAME WORK, AND TO CREDIT RENTER FOR ANY RENTAL PAYMENTS MADE DURING SUCH BREAKDOWN OR FAILURE DUE TO NORMAL AND PROPER USE, OR TO TERMINATE THIS AGREEMENT. LENDER AND RENTER AGREE THAT THE RENTAL TERM SHALL BE EXTENDED FOR ANY TIME LOST DUE TO BREAKDOWN OR FAILURE OF THE EQUIPMENT DUE TO NORMAL AND PROPER USE, UNLESS LENDER ELECTS TO TERMINATE THIS AGREEMENT.

RENTER AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PATCHBAY NOR LENDER, NOR THEIR RESPECTIVE AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, OR SHAREHOLDERS (“PATCHBAY'S OR LENDER'S AGENTS”) SHALL BE LIABLE TO RENTER FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, WHETHER CAUSED BY PATCHBAY OR LENDER, OR PATCHBAY'S OR LENDER'S AGENTS', NEGLIGENCE, ERRORS, OMISSIONS, STRICT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY OR OTHER CAUSE OR CAUSES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, LOSS OF USE OF EQUIPMENT OR FACILITY, AND LOSS OF PROFITS OR REVENUE.

RENTER FURTHER AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF LENDER AND LENDER'S AGENTS, TO RENTER, FOR ANY AND ALL INJURIES, CLAIMS, LOSSES, EXPENSES OR DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE RENTAL OF THE PROPERTY, FROM ANY CAUSE OR CAUSES INCLUDING BUT NOT LIMITED TO LENDER'S, OR LENDER'S AGENTS', NEGLIGENCE, ERRORS, OMISSIONS, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY SHALL NOT EXCEED THE AMOUNT RENTER HAS PAID TO RENT THE EQUIPMENT.

16. Choice of Law

The parties agree, without regard to conflict of laws principles, that the Agreement shall be interpreted and governed by the laws of the State of California and that all claims and disputes arising from or concerning this Agreement shall be decided in accordance with the substantive law and statutes of the State of California.

17. Arbitration and Choice of Forum

Any dispute arising out of or relating to the Agreement, its interpretation or application, or any future issue between the parties, shall be resolved as set forth in the Website Terms of Service.