COFFEE HOUSE INDUSTRIES

    MASTER TERMS & CONDITIONS

    Scenic Fabrication • Set Design • Brand Activations • Event Production • AV Services • Logistics

    Effective Date: January 1, 2026

    These Terms & Conditions (“Agreement”) govern all proposals, estimates, statements of work, quotations, purchase orders, invoices, work authorizations, and services provided by Coffee House Industries Inc. and its affiliates (“CHI”) to the client identified in the applicable proposal, estimate, purchase order, or invoice (“Client”).

    Acceptance of any proposal, estimate, statement of work, invoice, purchase order, payment, or authorization to proceed constitutes acceptance of these Terms & Conditions.

    1. SCOPE OF SERVICES

    CHI provides creative services, scenic design, fabrication, custom builds, brand activations, event production, audio visual services, logistics, transportation, installation, strike, rentals, project management, and related services.

    Any proposal issued by CHI defines the specific scope of work for a project. Any work outside the stated scope shall constitute Additional Services and shall be billed separately.

    2. ESTIMATES AND PROPOSALS

    All proposals are valid for fifteen (15) calendar days unless otherwise stated.

    Material costs, freight rates, labor costs, vendor pricing, tariffs, fuel surcharges, and availability are subject to change.

    CHI reserves the right to revise pricing before receipt of a signed authorization and required deposit.

    2.1 Pre-Production Services, Site Visits, and Concept Development

    Unless expressly stated otherwise in writing, proposals are based upon the assumptions and information available to CHI at the time of pricing.

    Client acknowledges that site visits, venue walks, concept development, design consultation, budget exercises, engineering review, logistics planning, scope development, value engineering, alternative pricing scenarios, vendor coordination, and proposal revisions require the expenditure of professional time and resources.

    If Client requests multiple site visits, multiple proposal revisions, extensive concept development, alternative pricing scenarios, design exploration, engineering review, budgeting exercises, or other pre-production services beyond those reasonably contemplated in the original proposal process, CHI reserves the right to charge for such services at its standard rates.

    In the event a project is postponed, cancelled, abandoned, or otherwise does not proceed, Client shall remain responsible for all pre-production services performed, including design time, project management, consultation, site visits, travel, engineering, proposal development, estimating, logistics planning, vendor coordination, and other costs incurred by CHI.

    3. DEPOSITS AND PAYMENT TERMS

    A non-refundable deposit is required before commencement of work unless otherwise agreed in writing.Deposits compensate CHI for reserving production capacity, labor resources, project scheduling, design time, administrative costs, and procurement activities and are fully earned upon receipt.

    Deposits shall be applied first toward pre-production services, design services, consultation, estimating, project management, scheduling, site visits, administrative costs, and procurement activities already performed by CHI, and any remaining deposit balance shall be applied toward project costs.

    Unless otherwise stated:

    • 65% deposit upon approval
    • 25% prior to fabrication completion or installation
    • 10% due upon completion

    Invoices are due upon receipt.

    Balances not paid within ten (10) calendar days of invoice date shall accrue interest at the lesser of:

    • 1.5% per month; or
    • the maximum amount permitted by California law.

    Client shall reimburse CHI for all costs of collection, including attorneys’ fees, court costs, collection agency fees, expert witness fees, and administrative costs.

    CHI may suspend, delay, withhold delivery, withhold installation, or refuse further performance until all outstanding amounts are paid in full.

    Client shall not withhold, offset, deduct, back-charge, dispute, or delay payment based upon claims of delay, incomplete performance, third-party actions, venue conditions, warranty claims, punch-list items, disputed change orders, or alleged damages unless otherwise required by law.

    4. CHANGES TO SCOPE
    4.1 CHANGE ORDERS

    Any modification to scope, schedule, materials, finishes, engineering, logistics, installation requirements, venue requirements, or deliverables constitutes a Change Order.

    Change Orders may be approved by:

    • signed document
    • email
    • text message
    • project management software
    • Slack
    • Teams
    • written instruction from an authorized representative

    Such communications shall constitute authorization to proceed and authorization for additional charges.

    CHI is not required to suspend work pending execution of formal paperwork when Client directs work to continue.

    Any redesign, engineering, correction, modification, or rework required as a result of inaccurate, incomplete, defective, impractical, or Client-supplied plans, specifications, measurements, or instructions shall constitute a Change Order and Additional Service.

    4.2 SUBSTANTIAL REVISIONS

    Any Client-requested change that (a) adds, removes, substitutes, reprices, resizes, modifies, increases, or decreases any individual line item in the approved proposal, estimate, change order, or contract by more than five percent (5%), whether through a single change request or the cumulative effect of multiple change requests, or (b) materially affects the project scope, schedule, deliverables, production requirements, fabrication requirements, installation requirements, labor allocations, material procurement, vendor commitments, project sequencing, or overall project cost, shall constitute a Substantial Revision.

    In the event of a Substantial Revision, CHI may issue a revised proposal, estimate, or change order reflecting the resulting adjustments to pricing, scope, deliverables, timelines, labor requirements, material costs, vendor costs, and project schedules. Work affected by the requested revision shall not proceed until Client provides written approval of the revised proposal, estimate, or change order.

    If Client declines the revised proposal, estimate, or change order, CHI shall remain obligated only to perform the original approved scope of work, subject to the feasibility of doing so without adversely affecting project scheduling, production commitments, previously incurred costs, or commitments made in reliance on the requested revision.

    Any delay in approving a revised proposal, estimate, or change order shall be deemed a Client-caused delay and shall be governed by Sections 6 (Approval Deadlines & Delays) and 7 (Dormant Projects) of this Agreement.

    4.3 UNAUTHORIZED SUBSTITUTION OF SERVICES

    Once a proposal, estimate, change order, or contract has been accepted, CHI reserves the exclusive right to perform the scope of work contracted to CHI. Client shall not engage, direct, authorize, or permit any third-party contractor, vendor, fabricator, installer, designer, or service provider to perform all or any portion of CHI’s contracted scope without CHI’s prior written consent. Engagement of a third party to perform any portion of CHI’s contracted scope without written authorization shall constitute a material breach of this Agreement. In the event of such breach: (a) CHI shall be entitled to immediate payment of all amounts due under the Agreement; (b) Client shall remain responsible for the full contract value, including completed work, work in progress, reserved production capacity, purchased materials, committed vendor costs, administrative expenses, anticipated profit, and any non-cancelable obligations incurred by CHI; (c) no reduction, offset, credit, or deduction shall apply based on services performed by another contractor; and (d) CHI reserves all rights and remedies available at law or in equity.Client shall remain fully responsible for any loss, damage, destruction, disposal, theft, misuse, or unauthorized handling of CHI-owned property resulting from the actions of any replacement contractor, vendor, labor provider, venue personnel, or third party engaged by Client.

    5. CLIENT RESPONSIBILITIES

    Client shall:

    • Provide complete and accurate information
    • Provide all assets and information by stated deadline
    • Review and approve deliverables promptly.
    • Secure access to venues or job sites for installation and strike.
    • Obtain venue permissions unless otherwise agreed
    • provide safe access to work areas
    • Ensure proper on-site conditions, including power, permits, security, and safety.
    • Coordinate third-party vendors

    Client shall be solely responsible for delays arising from incomplete information, late approvals, inaccurate specifications, venue restrictions, or third-party actions.

    If Client agrees to provide labor, personnel, contractors, volunteers, equipment, vehicles, venue access, utilities, materials, or other resources necessary for project performance and fails to do so, CHI may, but shall not be obligated to, furnish substitute resources. Any resulting labor costs, travel costs, lodging costs, per diem expenses, equipment costs, subcontractor costs, administrative costs, schedule impacts, delays, overtime, premium labor charges, and related expenses shall constitute Additional Services and shall be the responsibility of Client.

    5.1 CLIENT-SUPPLIED INFORMATION AND MATERIALS

    Client warrants that all information, dimensions, specifications, measurements, artwork, logos, graphics, intellectual property, permits, approvals, venue requirements, and materials supplied by Client are accurate, complete, and authorized for use. CHI shall not be responsible for errors, delays, rework, increased costs, claims, damages, or project impacts resulting from inaccurate, incomplete, late, or defective information or materials supplied by Client.

    5.2 INTERFERENCE WITH PERFORMANCE; UNSAFE OR ABUSIVE CONDUCT

    CHI reserves the right to suspend work, remove personnel from a job site, delay performance, or terminate services without liability if Client, Client representatives, venue personnel, contractors, vendors, guests, attendees, or other third parties:

    (a) interfere with CHI’s work or project management responsibilities;

    (b) create unsafe working conditions;

    (c) direct CHI personnel contrary to project plans, safety requirements, or CHI management instructions;

    (d) engage in threatening, abusive, harassing, discriminatory, hostile, or disruptive conduct toward CHI personnel; or

    (e) otherwise prevent CHI from performing its work in a safe, efficient, and professional manner.

    Any resulting delays, costs, remobilization expenses, schedule impacts, labor costs, or damages shall be the responsibility of Client.

    5.3 MEASUREMENT STANDARDS

    Unless otherwise agreed in writing, CHI shall interpret and perform all work using United States customary units (imperial measurements). Any plans, drawings, specifications, venue information, or project documents provided in metric units shall be clearly identified as such by Client. Client assumes responsibility for the accuracy of all metric measurements and conversions provided to CHI.

    5.4 CLIENT-SUPPLIED DESIGNS, PLANS, AND SPECIFICATIONS

    When Client provides drawings, plans, renderings, specifications, layouts, engineering documents, measurements, designs, concepts, or other project documentation for use by CHI, Client shall be solely responsible for the completeness, accuracy, functionality, suitability, constructability, and intended performance of such materials.

    Unless expressly stated otherwise in writing, CHI’s review of Client-supplied plans or specifications shall be for fabrication, production, installation, and logistical purposes only and shall not constitute design review, engineering review, code review, functional review, or verification that the proposed design will achieve Client’s intended objectives.

    If Client-supplied plans, specifications, measurements, layouts, or designs are determined by CHI to be incomplete, impractical, unworkable, unsafe, non-compliant, unsuitable for fabrication or installation, or incapable of achieving the intended result, CHI may recommend modifications, redesign services, engineering services, or alternative solutions. Any such services shall constitute Additional Services and shall be billed separately.

    CHI shall not be responsible for defects, deficiencies, performance issues, aesthetic concerns, functionality issues, delays, increased costs, rework, or project impacts resulting from Client-supplied designs, plans, specifications, measurements, or instructions.

    6. SCHEDULING AND CLIENT REVIEW

    Project schedules are dependent upon timely review and approval of:

    • renderings
    • drawings
    • shop drawings
    • engineering documents
    • samples
    • mockups
    • production schedules
    • change orders

    Approval deadlines communicated by CHI shall constitute material project milestones.

    Failure to provide approvals by stated deadlines may result in:

    • revised schedules
    • revised delivery dates
    • labor rescheduling charges
    • storage fees
    • expedited freight charges
    • rush production charges
    • overtime labor charges

    CHI will make reasonable efforts to meet project deadlines but shall not be liable for delays caused by the Client, vendors, or force majeure.

    6.1 APPROVAL DEADLINES AND DELAYS

    Client acknowledges that project schedules, labor allocations, material procurement, fabrication sequencing, installation dates, logistics planning, shipping schedules, engineering requirements, production schedules, and third-party vendor commitments are dependent upon timely review and approval of drawings, renderings, artwork, graphics, samples, mockups, change orders, and other deliverables.

    Unless otherwise specified by CHI in writing, all final approvals required for fabrication, production, procurement, installation, logistics, engineering, artwork, graphics, or related project deliverables must be received no later than fourteen (14) calendar days prior to the scheduled installation date, event date, production date, or other project milestone.

    CHI may establish earlier or different approval deadlines based upon project complexity, fabrication requirements, procurement lead times, vendor commitments, shipping requirements, labor scheduling, venue requirements, or other project-specific considerations. Any such deadlines communicated in writing by CHI shall be binding upon Client.

    No changes to fabricated items, printed materials, graphics, engineered components, purchased materials, completed work, installation plans, logistics plans, or other approved deliverables shall be permitted within fourteen (14) calendar days of installation, delivery, production, or event dates unless expressly approved by CHI in writing. Any approved late-stage changes shall constitute a Change Order and may result in revised pricing, revised schedules, delay fees, rush charges, premium labor charges, expedited shipping costs, material replacement costs, vendor penalties, storage fees, overtime costs, and other resulting expenses.

    If Client fails to provide required approvals by the applicable deadline, CHI reserves the right to proceed using the most recently approved version, suspend affected work, revise schedules, reallocate resources, charge delay fees, recover rush costs, storage costs, overtime costs, vendor penalties, and issue revised pricing reflecting increased costs resulting from the delay.

    CHI shall not be responsible for missed event dates, installation dates, production deadlines, incomplete work, schedule impacts, additional costs, or other project consequences resulting from Client’s failure to provide timely approvals, requested information, decisions, labor, equipment, access, or other resources necessary for project performance.

    6.2 DEEMED ACCEPTANCE OF DELIVERABLES

    Client shall review all renderings, drawings, shop drawings, engineering documents, samples, mockups, production schedules, change orders, and other deliverables submitted by CHI and provide written approval or written objections within five (5) business days of receipt, unless a different review period is specified by CHI in writing.

    If Client fails to provide written objections within the applicable review period, the deliverable shall be deemed accepted and approved as submitted.

    Once approved or deemed approved, Client shall be responsible for all costs associated with subsequent revisions, modifications, rework, schedule impacts, material changes, labor costs, vendor costs, and other expenses resulting from changes requested after such approval.

    CHI may rely upon any approved or deemed approved deliverable in proceeding with procurement, fabrication, production, installation, and related project activities.

    7. DORMANT PROJECTS

    Projects delayed by Client for more than fourteen (14) calendar days may be placed on hold.

    Upon reactivation CHI may:

    • revise pricing
    • revise schedules
    • assess restart fees
    • assess storage charges
    • adjust labor allocations

    Projects remaining inactive for more than ninety (90) days may be deemed cancelled by Client and shall be subject to Section 13 (Cancellation).

    8. LABOR RATES AND OVERTIME

    Proposal pricing is based upon normal scheduling assumptions.

    Client shall be responsible for all premium labor costs arising from:

    • accelerated schedules
    • delayed approvals
    • venue restrictions
    • restricted access hours
    • after-hours work
    • emergency work
    • schedule compression

    Labor requiring premium pay under California law shall be billed accordingly.

    Premium labor may include:

    • Time-and-one-half rates
    • Double-time rates
    • Holiday rates
    • Night-shift rates
    • Prevailing wage rates
    • Union labor rates

    CHI reserves the right to pass through all labor-related costs imposed by law, venue requirements, labor agreements, union requirements, or governmental regulations.

    Minimum labor call: Four (4) hours per technician or crew member.

    9. RUSH SERVICES

    Projects requiring accelerated performance may be subject to rush fees.

    Rush charges may range from ten percent (10%) to one hundred percent (100%) of affected services depending upon urgency and resource allocation requirements.

    10. VENUE ACCESS AND SITE CONDITIONS

    Client shall ensure safe and uninterrupted access to all work areas.

    Standby time resulting from:

    • venue delays
    • security delays
    • loading dock restrictions
    • power issues
    • permitting issues
    • inaccessible work areas
    • actions of third parties
    • Waiting time
    • Remobilization
    • Return trips
    • Additional crew calls
    • Rescheduled installation dates resulting from venue conditions shall be billable at applicable labor and equipment rates.
    10.1 INSTALLATION AND STRIKE AUTHORITY

    Unless otherwise agreed in writing, CHI shall retain sole authority and responsibility for directing, coordinating, sequencing, and managing installation and strike activities relating to CHI’s scope of work.

    Client shall not direct, supervise, supplement, replace, remove, or interfere with CHI personnel or subcontractors performing installation or strike services without CHI’s prior written consent.

    Any unauthorized involvement of third-party personnel may result in additional charges, schedule impacts, warranty exclusions, and limitation of CHI’s responsibility for the affected work.

    10.2 INTERFERENCE WITH CHI PERSONNEL, EQUIPMENT, AND OPERATIONS

    CHI personnel, subcontractors, and representatives shall remain under the exclusive direction, supervision, and control of CHI at all times.

    Client shall not directly supervise, instruct, direct, assign work to, schedule, discipline, remove, replace, or otherwise control CHI personnel or subcontractors. All requests, directives, modifications, approvals, or instructions concerning CHI’s work shall be communicated only through CHI’s designated project manager or other authorized CHI representative.

    CHI-owned equipment, tools, machinery, rental assets, scenic inventory, reusable scenic elements, modular wall systems, bars, staging components, project materials, vehicles, cases, hardware, rigging, and other reusable production assets shall remain under CHI’s exclusive control unless otherwise agreed in writing.

    Client shall not authorize, direct, permit, or allow any third party, contractor, vendor, venue personnel, labor provider, volunteer, attendee, or other person to access, use, operate, borrow, remove, relocate, dismantle, strike, store, transport, modify, dispose of, damage, destroy, possess, or otherwise interfere with CHI-owned property without CHI’s prior written consent.

    CHI reserves the right to immediately remove personnel, suspend work, recover equipment, restrict access to CHI property, refuse further performance, or terminate affected services if Client or any third party interferes with CHI personnel, operations, tools, equipment, materials, resources, or property.

    Client shall be responsible for all resulting delays, labor costs, remobilization expenses, equipment damage, replacement costs, repair costs, transportation costs, loss of use, lost productivity, additional supervision costs, legal liability, administrative costs, and all other damages arising from such interference, unauthorized use, unauthorized handling, damage, destruction, disposal, removal, or loss of CHI property.

    10.3 VENUE REQUIREMENTS AND ADDITIONAL SITE CONDITIONS

    Proposals, estimates, and project pricing are based upon venue requirements, site conditions, access conditions, labor requirements, installation requirements, protection requirements, and operational information known to CHI at the time of pricing.

    If a venue, property owner, facility manager, general contractor, event organizer, landlord, governing authority, or other third party imposes additional requirements, restrictions, procedures, protections, labor requirements, equipment requirements, safety requirements, access limitations, permitting requirements, scheduling requirements, or other conditions that were not disclosed to CHI prior to pricing, CHI reserves the right to issue a Change Order and charge for all resulting costs.

    Such costs may include, but are not limited to, floor protection, wall protection, elevator protection, temporary coverings, ram board, masonite, security personnel, escorts, permits, inspections, union labor, certified operators, overtime, premium labor, additional equipment, additional transportation, additional trucking, storage, staging, project management, administrative costs, delays, remobilization costs, and other expenses reasonably incurred by CHI.

    Client shall be responsible for all such additional costs, schedule impacts, and project adjustments resulting from venue-imposed requirements or previously undisclosed site conditions.

    10.4 VENUE-CONTROLLED LABOR, ACCESS DELAYS, AND THIRD-PARTY INTERFERENCE

    CHI’s performance is dependent upon timely access to project sites, loading docks, marshaling yards, freight elevators, work areas, utilities, materials, and other resources necessary to perform the work.

    CHI shall not be responsible for delays, schedule impacts, increased costs, missed milestones, missed installation dates, missed event dates, incomplete work, or other project impacts resulting from the actions, omissions, delays, restrictions, requirements, inefficiencies, or performance of venue personnel, union labor, exclusive vendors, security personnel, freight handlers, rigging providers, facility operators, general contractors, property managers, governmental authorities, or other third parties beyond CHI’s reasonable control.

    If CHI personnel, subcontractors, equipment, vehicles, materials, or resources are delayed, restricted, idled, prevented from working, required to wait, remobilize, reschedule, work overtime, add personnel, extend work hours, return to the site, or otherwise incur additional costs as a result of venue requirements, venue-controlled labor, third-party actions, site restrictions, or access limitations, Client shall be responsible for all resulting costs.

    Such costs may include, without limitation, idle labor, standby time, overtime, premium labor, additional personnel, remobilization costs, extended project management, additional trucking, transportation costs, equipment costs, lodging, per diem expenses, storage costs, schedule recovery efforts, and other expenses reasonably incurred by CHI.

    Any resulting delay shall constitute an excusable delay, and CHI shall be entitled to a reasonable extension of time for performance.

    CHI shall not be deemed in breach of any schedule, milestone, installation deadline, completion date, or event date to the extent impacted by such delays.

    11. PROCUREMENT, TAXES, AND CLIENT-SUPPLIED MATERIALS
    11.1 MATERIAL PROCUREMENT

    Materials purchased for a project become non-cancelable once ordered.

    Client shall be responsible for all purchased materials, custom-fabricated items, freight charges, and vendor commitments regardless of project cancellation.

    Substitutions may occur due to material availability without affecting overall design intent.

    11.2 COST ESCALATION

    Material costs, freight rates, fuel surcharges, tariffs, customs duties, labor costs, vendor pricing, and other project-related expenses are subject to change due to market conditions and factors beyond CHI’s reasonable control. If any such costs increase after Client approval of a proposal, estimate, or change order, CHI reserves the right to adjust pricing to reflect the increased costs. CHI shall provide reasonable documentation of such increases upon request. Client shall remain responsible for all increased costs incurred in connection with the project.

    If Client declines the revised pricing, CHI may suspend procurement, fabrication, installation, or other affected work until the parties reach a mutually acceptable resolution.

    11.3 TAXES, DUTIES, AND GOVERNMENTAL CHARGES

    Unless expressly stated otherwise in writing, all pricing, proposals, estimates, and invoices issued by CHI exclude sales taxes, use taxes, excise taxes, gross receipts taxes, value-added taxes, customs duties, tariffs, import fees, permitting fees, inspection fees, and any other governmental assessments, charges, or regulatory costs.

    Client shall be solely responsible for all such taxes, duties, fees, assessments, and charges arising from or relating to the project, except taxes based solely upon CHI’s net income.

    If CHI is required to pay or collect any such taxes, duties, fees, or governmental charges on Client’s behalf, Client shall promptly reimburse CHI for all such amounts, including any related penalties, interest, administrative costs, or compliance expenses.

    11.4 CLIENT-SUPPLIED SHIPMENTS, MATERIALS, AND EQUIPMENT

    Client shall provide advance written notice of all materials, products, equipment, displays, graphics, promotional items, furnishings, giveaways, or other property to be shipped to CHI, a project site, event venue, warehouse, or other location for handling by CHI.

    Client shall provide accurate packing lists, shipment tracking information, quantities, dimensions, weights, delivery dates, and any other information reasonably requested by CHI. All shipments shall clearly identify the applicable project name, sales order number, event name, or other project identifier designated by CHI.

    CHI shall not be responsible for locating, identifying, inventorying, reconciling, inspecting, counting, verifying, sorting, tracking, or confirming the contents of Client-supplied shipments unless specifically included within the scope of work or authorized as Additional Services.

    Client acknowledges that shipments received without prior notice, without required project identification, without packing lists, or in quantities exceeding those disclosed by Client may require additional labor, warehouse handling, storage, trucking, transportation, loading, unloading, inventory management, project management, administrative work, equipment, drivers, vehicles, or other resources.

    CHI reserves the right to charge additional fees for receiving, handling, storing, inventorying, transporting, managing, identifying, reconciling, loading, unloading, delivering, returning, disposing of, or otherwise dealing with Client-supplied shipments, materials, or equipment that were not included in the original scope of work.

    CHI shall not be liable for shortages, overages, concealed damage, packaging errors, shipping errors, missing items, incorrect shipments, or discrepancies arising from Client-supplied shipments or from information not provided to CHI by Client.

    If Client requests CHI to verify, inventory, inspect, count, reconcile, organize, sort, repack, photograph, label, track, distribute, or otherwise manage Client-supplied shipments or materials, such services shall constitute Additional Services billable at CHI’s standard rates plus any associated labor, storage, transportation, equipment, and administrative costs.

    CHI shall have no duty to verify that any shipment received is complete, accurate, or corresponds to Client’s packing list unless expressly agreed in writing.

    12. STORAGE

    Completed work not accepted, installed, delivered, or picked up within five (5) business days may incur storage charges.

    Storage shall be billed at the greater of:

    • $250 per day; or
    • actual warehouse allocation costs.

    Items remaining in storage for more than ninety (90) days following written notice may be deemed abandoned.

    CHI may sell, dispose of, recycle, or otherwise remove abandoned property without further liability and may apply proceeds toward outstanding balances.

    13. CANCELLATION

    Cancellation does not relieve Client of payment obligations.

    If cancelled:

    More than 30 days before installation: Client shall pay all costs incurred plus 25% of remaining contract value.

    15–30 days before installation: Client shall pay all costs incurred plus 50% of remaining contract value.

    Less than 15 days before installation: Entire contract balance shall become immediately due and payable.

    14. RENTAL EQUIPMENT

    Client assumes responsibility for rented equipment, props, scenic elements, AV equipment, furniture, and related assets while in its custody or control.

    Lost, stolen, damaged, altered, or destroyed items shall be billed at replacement value as determined by CHI.

    15. RISK OF LOSS AND CHI PROPERTY

    Risk of loss transfers to Client upon:

    • delivery
    • installation
    • venue acceptance
    • client pickup
    • completion of strike

    whichever occurs first.

    Client assumes responsibility thereafter for theft, vandalism, weather damage, misuse, audience interaction, and third-party damage.

    15.1 Ownership and Control of CHI-Owned Scenic Elements, Rental Assets, and Reusable Components

    All tools, equipment, rental items, staging materials, scenic elements designated for return, cases, hardware, rigging, and other property owned by CHI shall remain the property of CHI at all times.

    Client shall exercise reasonable care in safeguarding CHI-owned property while located at the project site, venue, or any location under Client’s control.

    Client shall be responsible for loss, theft, damage, destruction, unauthorized disposal, improper storage, or relocation of CHI-owned property caused by Client, Client representatives, venue personnel, contractors, vendors, or other third parties under Client’s control.

    Only CHI personnel and individuals expressly authorized in writing by CHI may operate, handle, transport, modify, install, remove, or use CHI-owned tools, equipment, machinery, vehicles, rental assets, materials, or property.

    Any unauthorized use shall be entirely at Client’s risk. Client shall indemnify, defend, and hold harmless CHI from any claims, injuries, losses, damages, fines, penalties, liabilities, costs, or expenses arising from the unauthorized use of CHI property by any third party.

    15.2 Damage to CHI-Owned Scenic Elements, Rental Assets, and Reusable Components

    Unless expressly identified in writing as a purchased deliverable transferring ownership to Client, all rental equipment, reusable scenic elements, modular systems, staging components, hardware, rigging, support structures, tools, cases, transportation equipment, and other reusable assets utilized in connection with the project shall remain the sole property of CHI.

    Client shall not permit any third party to dismantle, modify, remove, dispose of, destroy, alter, damage, relocate, store, transport, or otherwise interfere with CHI-owned property without CHI’s prior written consent.

    Client shall be responsible for the full replacement cost, repair cost, loss of use, labor costs, transportation costs, administrative costs, and all related damages arising from the loss, destruction, disposal, theft, unauthorized removal, or damage of CHI-owned property by Client, Client representatives, venue personnel, contractors, vendors, attendees, or other third parties acting under Client’s direction or control.

    15.3 DAMAGE TO CHI-OWNED SCENIC ELEMENTS, RENTAL ASSETS, AND REUSABLE COMPONENTS

    Client acknowledges that CHI may utilize rental equipment, reusable scenic elements, modular systems, staging components, bars, scenic flats, hardware, rigging, support structures, tools, cases, transportation equipment, and other reusable assets in connection with the project.

    Client shall exercise reasonable care in safeguarding such property while located at the project site, venue, storage location, or any area under Client’s control.

    Client shall be responsible for the full replacement cost, repair cost, loss of use, labor costs, transportation costs, administrative costs, and all related damages arising from the loss, theft, destruction, disposal, unauthorized removal, misuse, or damage of CHI-owned property by Client, Client representatives, venue personnel, contractors, vendors, attendees, labor providers, or other third parties acting under Client’s direction or control.

    Such responsibility shall apply regardless of whether the damage occurs during installation, event operations, strike, transportation, storage, dismantling, or any other project-related activity.

    16. INTELLECTUAL PROPERTY

    All designs, concepts, renderings, drawings, CAD files, fabrication methods, pricing methodologies, engineering documents, shop drawings, and proprietary processes remain the exclusive property of CHI.

    No intellectual property rights transfer until full payment is received.

    Client may not use CHI drawings, renderings, concepts, CAD files, engineering documents, or specifications to solicit competitive bids or obtain fabrication, installation, or production services from third parties.

    16.1 OWNERSHIP OF REUSABLE SCENIC ASSETS

    Unless expressly identified in writing as a purchased deliverable transferring ownership to Client, all reusable scenic elements, modular wall systems, scenic flats, bars, staging components, support structures, frames, hardware, cases, transportation equipment, rental assets, tools, equipment, and other reusable production assets utilized in connection with the project shall remain the sole and exclusive property of CHI.

    The use of CHI-owned assets in connection with a project does not transfer ownership, title, possession rights, intellectual property rights, or any other ownership interest to Client, regardless of whether such assets are incorporated into, attached to, or utilized as part of the completed installation.

    Client shall not sell, transfer, dispose of, dismantle, alter, destroy, retain, store, transport, strike, remove, or otherwise interfere with CHI-owned assets without CHI’s prior written consent.

    Upon completion of the project, Client shall provide CHI reasonable access to retrieve all CHI-owned property.

    17. Photography and Marketing Rights

    CHI reserves the right to photograph, video record, render, document, and otherwise capture images and recordings of any project, installation, fabrication, event, activation, deliverable, or completed work performed by CHI. Unless otherwise agreed in writing, Client grants CHI a non-exclusive, perpetual, worldwide, royalty-free right to use, reproduce, display, publish, distribute, and promote such photographs, videos, renderings, recordings, project descriptions, and related materials for portfolio, marketing, advertising, promotional, educational, award submissions, social media, website content, business development, and other lawful business purposes.

    CHI shall not disclose Client’s confidential information, trade secrets, proprietary business information, unpublished product information, or non-public marketing plans without Client’s prior written consent.

    If Client requires confidentiality regarding a project, event, product launch, campaign, or installation, such restriction must be agreed to in writing prior to commencement of work and may be subject to additional fees.

    18. WARRANTIES

    CHI warrants its workmanship and fabrication services for a period of thirty (30) calendar days following substantial completion of the project or installation.

    This warranty is limited to defects in workmanship performed by CHI and does not apply to normal wear and tear, misuse, abuse, improper maintenance, ordinary deterioration, vandalism, acts of God, venue conditions, transportation after delivery, Client-supplied materials, third-party products, consumable items, graphics subject to normal environmental exposure, or work modified, installed, removed, repaired, relocated, or altered by persons other than CHI.

    Any warranty claim must be submitted to CHI in writing within the warranty period. CHI shall have the right to inspect the alleged defect and determine the appropriate remedy. CHI’s sole obligation shall be repair, replacement, or correction of the defective workmanship, at CHI’s discretion.

    No warranty shall apply to any work, installation, equipment, scenic elements, structures, graphics, or materials that are dismantled, struck, modified, relocated, repaired, removed, handled, or otherwise affected by Client, venue personnel, third-party contractors, labor providers, or other persons not authorized by CHI.

    19. INDEMNIFICATION

    Client shall defend, indemnify, and hold harmless CHI, its officers, employees, subcontractors, agents, affiliates, successors, and assigns from all claims, damages, liabilities, losses, fines, penalties, judgments, costs, and expenses arising from:

    • Client actions
    • event operations
    • venue conditions
    • attendee actions
    • third-party claims
    • intellectual property supplied by Client
    • misuse of deliverables
    20. LIMITATION OF LIABILITY

    To the maximum extent permitted by law, CHI shall not be liable for:

    • lost profits
    • lost revenue
    • business interruption
    • production interruption
    • consequential damages
    • indirect damages
    • incidental damages
    • special damages
    • punitive damages

    CHI’s aggregate liability shall not exceed the lesser of (a) amounts actually paid to CHI for the applicable project or (b) $50,000.

    21. FORCE MAJEURE

    CHI shall not be liable for delays or failures caused by events beyond its reasonable control including:

    • acts of God
    • fire
    • flood
    • earthquake
    • wildfire
    • severe weather
    • labor disputes
    • strikes
    • material shortages
    • transportation disruptions
    • utility failures
    • government actions
    • pandemics
    • public emergencies

    Project schedules shall be extended accordingly.

    22. DISPUTE RESOLUTION

    The parties shall first attempt good-faith resolution of disputes.

    If unresolved, disputes shall be submitted to binding arbitration in Los Angeles County, California, pursuant to the rules of the American Arbitration Association.

    23. ATTORNEYS’ FEES

    The prevailing party in any dispute shall recover reasonable attorneys’ fees, expert witness fees, arbitration fees, court costs, collection costs, and related expenses.

    24. GOVERNING LAW

    This Agreement shall be governed by and construed under the laws of the State of California.

    Exclusive venue for any permitted court proceeding shall be Los Angeles County, California.

    25. ELECTRONIC COMMUNICATIONS AND SIGNATURES

    Electronic signatures, emails, text messages, project management software communications, Slack messages, Microsoft Teams messages, and other electronic communications may be relied upon by CHI and shall be deemed writings and signatures for purposes of this Agreement. Such communications may constitute approval of proposals, estimates, change orders, schedules, pricing adjustments, directives, and other project-related matters. 

    26. PROJECT COMMUNICATIONS AND APPROVAL PROTOCOLS

    For purposes of project management, approvals, change requests, directives, scope modifications, scheduling decisions, pricing approvals, and other project-related communications, CHI may designate specific communication methods, platforms, points of contact, and approval procedures.

    Unless otherwise approved by CHI in writing, Client shall communicate approvals, objections, change requests, directives, and project decisions through CHI’s designated communication channels, which may include email, approved project management software, written change orders, or other communication methods expressly designated by CHI.

    CHI shall not be responsible for monitoring, tracking, reviewing, interpreting, or responding to comments, annotations, embedded notes, spreadsheets, shared documents, collaboration platforms, messaging systems, markups, project trackers, or other communication methods not expressly designated by CHI.

    Comments, notes, annotations, tracked changes, spreadsheet entries, embedded comments, or other information contained within Client-created documents shall not constitute approvals, directives, objections, change requests, or project instructions unless separately communicated through CHI’s designated communication channels.

    In the event of any inconsistency between Client-created tracking documents and communications received through CHI’s designated communication channels, the communications received through CHI’s designated communication channels shall control.

    CHI may disregard any approval, directive, comment, revision request, or project instruction that is ambiguous, incomplete, conflicting, embedded within another document, or communicated through a method not approved by CHI.

    27. SEVERABILITY

    If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed to give maximum effect to the intent of the parties.

    28. CUMULATIVE REMEDIES

    All rights and remedies provided under this Agreement are cumulative and in addition to any rights or remedies available at law or in equity. The exercise of any right or remedy shall not preclude the exercise of any other right or remedy.

    29. ENTIRE AGREEMENT

    These Terms & Conditions, together with any proposal, estimate, statement of work, purchase order, invoice, or written amendment, constitute the entire agreement between the parties and supersede all prior discussions and understandings.

    CLIENT ACCEPTANCE OF ANY PROPOSAL, PURCHASE ORDER, PAYMENT, OR AUTHORIZATION TO PROCEED CONSTITUTES ACCEPTANCE OF THESE TERMS AND CONDITIONS.