This Agreement along is executed between the two parties listed as Vendor (“Vendor”) and Renter (“Renter”) as listed on the Invoice. Vendor will provide Renter with tools, vehicles, or large equipment (collectively, “Equipment”) as described on the Invoice and in accordance with the terms and conditions as set forth in this Agreement. Vendor expressly provides this equipment “as is” and in good working condition during the rental
period (the “Rental Period”) and according to the Contract Total (“Rental Price”) identified on the Invoice. Renter agrees to return the equipment prior to the expiration of the Rental Period, or to pay additional costs or fees as described in this Agreement.

Term

This Agreement shall begin at the date this Agreement was signed by the Renter and remain in full force and effect until the Equipment is returned to the Vendor or unless terminated earlier consistent with this Agreement.

Payment

Renter acknowledges and agrees that they are responsible for full payment of the Rental Price upon delivery of the Equipment using a payment method that has been preapproved by the Vendor. Preapproved payment methods include, but may not be limited to: cash, check, money order, cashiers check, cryptocurrency, or payment card. All payments must clear on or before the equipment delivery date in order to be considered valid
payment. If using a payment card, Renter consents and authorizes the Vendor to charge the payment card for any and all charges and fees associated with the rental of the Equipment under this Agreement.

Renter further acknowledges and agrees that any subsequent resulting fees, including, but not limited to:

• charges for optional services, if any;
• applicable taxes;
• loss of, damage or repair to the Equipment, loss of use, diminution of the Equipment’s value caused by damage to it or repair to it, and costs to enforce such charges including administrative fees for processing the claim and legal expenses;
• up to a 5% daily charge of the Estimated Value of each piece of Equipment as indicated on the Invoice (“Estimated Value”) for the late return of the Equipment up to the Estimated Value or the highest amount allowable under law;
• unless due to the fault of the Vendor, all fines, penalties, court costs, and other expenses relating to the Equipment assessed against Vendor during the Rental Period.
• all expenses Vendor incurs due to Renter’s failure to return the Equipment including costs to locate and recover the Equipment;
• all expenses incurred by Vendor to collect unpaid monies due; and
• twenty-five dollars ($25.00) or the maximum amount allowed by law, whichever is greater, for making
  payment with insufficient funds;

are due immediately upon assessment by the Vendor.

In the event that a Renter cancels the rental and/or delivery of Equipment within 24 hours of the Rental Date as noted on the Invoice, a cancellation fee equal to the value of one days rental will be assigned to Renter. If the full Rental Price is not properly cleared before delivery of Equipment, Vendor may, at it’s sole discretion and judgment, refuse delivery of Equipment as well as a service cancellation fee equal to the value of
one days rental for each piece of equipment listed on the Invoice.

Renter must notify Vendor in writing of any disputed charges, including credit card charges, within twenty-five (25) days after the receipt of Vendors rental contract, or Renter will be deemed to have irrevocably waived its right to dispute such amounts.

Permitted Use

Renter acknowledges and agrees that Vendor has no control over the manner in which the Equipment is operated or maintained during the Rental Period. The Renter warrants that:

• Renter will inspect the Equipment to confirm that it is in good working condition, without defects and is suitable for Renter’s intended use;
• Renter has received all information requested regarding the operation of the Equipment;
• Vendor is not responsible for providing operator or other training unless requested by the Renter;
• Renter will use the Equipment for its customary purpose, in compliance with all operating and safety
  instructions and immediately discontinue use of the Equipment if it becomes unsafe or in a state of disrepair;
• The Equipment will be kept in a secure location;
• Renter will maintain possession of the Equipment and will not sublease or sell the Equipment or assign this Agreement;
• Renter will keep the Equipment free and clear of all liens, charges, and encumbrances;
• Renter will use the Equipment in compliance with all applicable laws and regulations;
• Renter will not alter or cover up any decal or insignia on the Equipment or remove any operational or safety instructions;
• Renter will not aid in the vandalism or theft of the Equipment;
• Renter will not rent the Equipment upon the basis of false or misleading information;
• Renter will not operate the Equipment while intoxicated or under the influence of any substance that impairs Renter’s ability;
• Renter will not use the Equipment in a negligent, illegal, unauthorized, or abusive manner, or in any publication;
• Renter will not remove, operate, or utilize the Equipment outside of the United States;
• Renter will maintain proper fuel, oil or lubrication, or other operational fluid levels;
• Renter will perform routine inspections on the Equipment, including inspections on leaks, cooling
  systems, water batteries, cutting edges, and cleaning in accordance with the manufacturer’s specifications; and
• Renter will not permit the Equipment to be used by any person who is not authorized to use such Equipment.

Equipment Return

Renter agrees to return the Equipment to the location where the Equipment was rented or to an alternate, previously agreed location and in the same condition as when rented on or before the date and time specified as “Return Date” on the Invoice. Renter agrees that if the Equipment is not returned in the same condition as it was rented, other charges including, but not limited to, a cleaning charge; a pickup charge, or a rate change may apply.

Renter acknowledges and agrees that if the Equipment is not returned at the Return Date or if Vendor determines that the Renter is no longer in possession of the Equipment, Renter will be deemed unlawfully in possession of the Equipment and Vendor may, among other remedies, seek the issuance of a warrant for the arrest of Renter or any other person in possession of the Equipment.

Telematics

Renter understands and agrees that the Equipment may be equipped with one or more telematic devices that enable Vendor to monitor the use and location of the Equipment. Telematic devices are used to collect the Equipment’s location (determined by GPS systems), fuel consumption, use duration (such as mileage or hours), or other system status information. Vendor may use the information for various purposes, including, but not limited to:

• locating lost or stolen Equipment;
• analyzing and improving Vendor’s rental program;
• enforcing the terms of this Agreement; or
• providing Renter with support, assistance, or services.

Vendor may share information collected with companies providing services to Vendor and as deemed necessary by Vendor to comply with legal processes or on request from a government entity, or to protect Vendor’s rights to property.

Investigations

Renter agrees to promptly complete incident reports, deliver to Vendor copies of all related documents, and fully cooperate with any Vendor investigation of vandalism, theft, accident, claim, or lawsuit involving Vendor’s Equipment. Renter fully acknowledges this obligation to cooperate does not create a duty of defense by Vendor.

Equipment Damage

Regardless of fault, Renter is responsible for all loss of and damage to Equipment (including loss or damage due to normal use, caused by theft, abuse, misuse, neglect, or intentional acts). Renter is responsible for Vendor’s loss of use and an administrative charge for expenses associated with processing the loss and damage claim (the “Administrative Charges”).

Damage Protection

Vendor may, and the Vendor’s sole discretion and judgment, offer a Damage Protection service. Damage Protection is an optional service offered by Vendor that may be declined. If selected, the Damage Protection service modifies this Agreement to relieve Renter of repair charges, replacement charges, and Administrative Charges if the Equipment is damaged during normal use during the Rental Period (“Damage Protection”). In the event that Renter elects to include Vendor’s Damage Protection services, the charge for Damage Protection is 15% of the Tool Rental Fees Subtotal and will appear as a separate line-item on the Agreement on the Invoice. Renter must accept or decline this Damage Protection service. Damage Protection is not insurance and Vendor may make profit on this Damage Protection service. Damage Protection does not cover loss of or damage to Equipment caused by theft, abuse, or intentional acts. Renter expressly acknowledges and agrees that Renter will be responsible for all loss or damage.

Repairs

In the event that Renter does not elect to purchase Damage Protection, Renter agrees that an estimated “Repair Cost” will be charged for the Equipment that is returned damaged in any way. The Repair Cost will not exceed the Estimated Value of the Equipment that needs repair. Renter acknowledges and agrees to pay the Repair Cost and authorizes Vendor to charge the Repair Cost to the Renter’s Payment Card if available. If no Payment Card is available, all repair costs are due immediately upon assessment, and will be subject to monthly late payment fees as described in this Agreement. All maintenance or repairs must be performed by Vendor.

Limitation of Liability

DURING THE RENTAL PERIOD, RENTER ASSUMES ALL RISKS ASSOCIATED WITH AND FULL RESPONSIBILITY FOR THE POSSESSION, CUSTODY, AND OPERATION OF THE EQUIPMENT, INCLUDING, BUT NOT LIMITED TO, RENTAL CHARGES, RENTER TRANSPORT, LOADING AND
UNLOADING, PROPERTY DAMAGES AND DESTRUCTION, LOSSES, PERSONAL INJURY, AND DEATH. RENTER EXPRESSLY ASSUMES ALL RISK OF DAMAGE TO THE EQUIPMENT UNLESS RENTER PURCHASED DAMAGE PROTECTION, WHICH ALLEVIATES CERTAIN COSTS AND RESPONSIBILITIES, AS PROVIDED IN THE DAMAGE PROTECTION PORTION OF THIS AGREEMENT. FAILURE TO RETURN THE EQUIPMENT COULD LEAD TO RENTER BEING PROSECUTED FOR A CRIME.

No Warranty

Vendor does not design or manufacture the Equipment and is not the agent of the manufacturer or any other supplier of the Equipment. VENDOR EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, WITH RESPECT TO THE EQUIPMENT, ITS DURABILITY, CONDITION, TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. Renter expressly acknowledges acceptance of the Equipment “as is” and on a “where is” basis, with “all faults” and without any recourse whatsoever against Vendor.

Indemnification

EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW, RENTER HEREBY INDEMNIFIES, RELEASES, AND HOLDS VENDOR HARMLESS FROM AND AGAINST ALL CLAIMS, LOSSES, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES), LIABILITIES AND DAMAGES (INCLUDING PERSONAL INJURY, DEATH, PROPERTY DAMAGE, LOST PROFITS, AND SPECIAL, INCIDENTAL, AND CONSEQUENTIAL DAMAGES) ARISING OUT OF:

• ALL CLAIMS WHICH ARE EXCLUDED FROM OR IN EXCESS OF THE LIABILITY PROTECTION PROVIDED BY VENDOR;
• ALL CLAIMS BY OR AGAINST VENDOR ARISING OUT OF RENTER’S OPERATION OF THE EQUIPMENT; AND
• ALL CLAIMS BY OR AGAINST VENDOR ARISING OUT OF RENTER’S FAILURE TO COMPLY WITH ALL TERMS OF THIS AGREEMENT.

RENTER’S INDEMNITY OBLIGATION WILL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT. IF ANY PART OF THIS SECTION IS DETERMINED INVALID BY A COURT OF COMPETENT JURISDICTION, RENTER AGREES THIS THIS CLAUSE WILL REMAIN ENFORCEABLE TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTEND THAT RENTER’S STATE DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SUCH LIMITATION MAY NOT APPLY.

NOTWITHSTANDING ANY OTHER PROVISION IN THE AGREEMENT TO THE CONTRARY, VENDOR WILL NOT BE LIABLE TO RENTER, AND RENTER WAIVES ANY CLAIM AGAINST VENDOR FOR THE LOST USE, LOST PROFIT, LOST REVENUE, LOST SAVINGS, LOST REPUTATION, LOSS OF PRODUCTIVITY, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES RELATED TO THE RENTAL, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR RESULT FROM A BREACH OF THIS AGREEMENT.

Rental Period Defaults

To extend the Rental Period, Renter must obtain Vendor’s written approval prior to the expiration of such Rental Period. Should Renter fail to return the Equipment prior to the expiration of the Rental Period or fail to return the Equipment in as good order and condition as when received, Renter will be in default of this Agreement.

In addition to other remedies mentioned in this Agreement, if the Equipment is not returned prior to the expiration of the Rental Period, Renter will be charged an additional daily rental fee of 5% of the Estimated Value of each piece of Equipment until the first to occur of the following:

• the Equipment is returned;
• the Vendor has received funds in the amount of the Estimated Value for each piece of Equipment as indicated on the Invoice; or
• the 30th day after the Rental Period expires.

Breach

In the event that Vendor, at its sole discretion and judgment, determines that Renter has violated any term or condition of this Agreement, Vendor may take all action necessary to secure either the return of the Equipment or funds equal to the Estimated Value of the Equipment. In the event that Vendor takes any remediation action against Renter, renter agrees to reimburse Vendor for all costs incurred including, without limitation, reasonable attorney’s fees. Renter expressly agrees and hereby authorizes Vendor to charge Renter’s Payment Card all amounts owed including all charges subsequently incurred by Renter under or related to this Agreement, including, but not limited to:

• the extension of the Rental Period;
• any charges incurred in connection with the recovery of the Equipment;
• any charges incurred for failure to return the Equipment, INCLUDING, WITHOUT LIMITATION, ADDITIONAL RENTAL FEES OR EQUIPMENT REPLACEMENT FEES (less any paid rental fees).

Late Payment

Renter agrees that a 1.5% per month service charge, or the maximum rate permitted by law, may be assessed on all delinquent accounts, until paid in full. Renter agrees future rentals will be postponed until Renter’s account is paid in full. If Renter’s payment is late, denied, or otherwise unable to be processed, the balance due may be sent to a 3rd party collection agency on the 31st day after the expiration of the Rental Period.

Notice

Vendor may elect to send any notices to Renter by any means determined by Vendor. In particular, if Renter has provided Vendor with an email address, Vendor may send notices to Renter by email and such email notice by Vendor will be a valid notice for the purpose of this Agreement.

RENTER HEREBY AGREES THAT RENTER IS NOT ENTITLED TO NOTICE OF DEFAULT OR NOTICE OF ANY ACTION OF ENFORCEMENT BY VENDOR OTHER THAN WHAT IS EXPRESSLY PROVIDED UNDER THIS AGREEMENT. Should Vendor fail to meet any of its obligations under this Agreement, Renter’s only remedy is repair or replacement of the Equipment or a rental charge adjustment at Vendor’s sole discretion and judgment.

Ownership

Vendor shall at all times retain ownership and title to the Equipment. Renter shall immediately notify Vendor in the event Equipment is levied, has a lien attached or is threatened with seizure. Renter shall indemnify and hold Vendor harmless against all loss and damages caused by such action. Equipment shall be deemed at all times to be personal property, whether or not it may be attached to any other property.

Renter Status

The relationship between Renter and Vendor under this Agreement is that of independent contractors. Renter is not the agent or authorized representative of Vendor for any purpose.

Waiver

No failure of Vender to exercise or enforce any of its rights under this Agreement shall act as a waiver of subsequent breaches; and the waiver of any breach shall not act as a waiver of subsequent breaches. Vendor’s acceptance of payment with knowledge of a default by Renter shall not constitute a waiver of any breach.

Governing Law

Regardless of Renter’s location, Renter agrees that for the purposes of venue and jurisdiction this contract was entered into and performed in Columbia County, Washington, and any dispute will be litigated or arbitrated in Columbia County, Washington. Renter further agrees to waive all objections to venue or jurisdiction and acknowledge that venue and jurisdiction in any such litigation will be held in Columbia County Courts.

Severability

If any portion of this Agreement or accompanying documents, or the application thereof to any person, place, or circumstance, shall be held by an arbitrator or a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of the Agreement and such provisions as applied to other persons, places, and circumstances shall remain in full force and effect, and such provisions shall be enforced to the fullest extent consistent with applicable law.

Assignment

Renter may not, without the prior written consent of Vendor, transfer or assign this Agreement or any part thereof. Any attempt to do so shall be a material default of this Agreement and shall be void.

Entire Agreement

This Agreement represents the entire agreement between Vendor and Renter. This Agreement may not be amended or modified except in writing and signed by both parties. This Agreement supersedes any prior written or oral agreements between the Vendor and the Renter.

Counterparts

This Agreement, and any amendment thereof, may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.