Event Rental Terms and Conditions

These terms and conditions (these “Terms and Conditions”) govern each event rental of a Bevi Machine between Hydration Labs, Inc. dba Bevi (“Bevi”) and the customer (“Customer”) identified on an order for such rental (each, an “Order”). Bevi and Customer shall each be referred to as a “Party” and collectively as the “Parties”. Customer agrees to these Terms and Conditions by placing an Order, by clicking or writing “I agree” on any webpage, email or Order form, or by otherwise assenting to these terms, including by receiving or using a Bevi Machine for an Event. These terms may be updated by Bevi from time to time, and Customer’s continued use of a Bevi Machine or placement of additional Orders constitutes acceptance of the then-current terms.

Customer acknowledges that Bevi has developed certain proprietary smart water and drink dispensing equipment (each, a “Bevi Machine”), and that Bevi owns the entire right, title and interest in and to the hardware, software, firmware and all intellectual property rights incorporated therein and related thereto (together, “Bevi IP”). Customer acknowledges that it may host or attend one or more events (each, an “Event”) at which it wishes to use a Bevi Machine for the duration of such Event, and that each such use is governed by these Terms and Conditions:

1. Order

Customer may place an order to lease a Bevi Machine for use during an Event (“Order”). Each Order, at minimum, shall detail the requested quantity of Bevi Machines, price, the Event name and location, installation date (“Installation Date”) and decommissioning date (Decommissioning Date). Bevi may accept or reject an Order through signature, provided that each Order that is not accepted is deemed as being rejected.  Upon acceptance of an Order, and subject to Customer’s compliance with these Terms and Conditions, Bevi shall lease each requested Bevi Machine to Customer for the duration of the Event, as detailed in the Order.

2. Consumables

Each leased Bevi Machine shall also include 1 fill of concentrates (“Concentrates”), CO2 and filters (collectively, the “Consumables”). On average, each Concentrate lasts for 400 12-oz dispenses. Customer may request for more Concentrates on each Order. Unless requested on an Order, Bevi will not refill Consumables during an Event.

3. Invoice

Upon execution of an Order, Bevi shall issue an invoice to Customer. Customer shall pay each invoice within 30 days of its issuance. All payments to Bevi are non-refundable.

4. Taxes and Late Payments.

Customer shall pay all taxes (excepting state and federal income taxes and other taxes upon the “net income” of Bevi) that may be imposed on either Party resulting from these Terms and Conditions. All amounts owed to Bevi and not paid when due shall bear monthly interest at the greater of 1.5% or the maximum interest rate allowed at law.

5. Permission Requirements.

Customer shall obtain all necessary permissions necessary i) to ensure compliance of the rights and obligations of these Terms and Conditions for the Event and ii) to have a Bevi Machine installed and operational at the Event. Customer represents and warrants that it has obtained all necessary consents, licenses, and permissions from any relevant third parties (including, but not limited to, business owners, landlords, or property managers) to allow Bevi and its designees or subcontractors to access the Bevi Machine as required to fulfill Bevi’s obligations under these Terms and Conditions. In the event that any such third party requires Bevi or its Representatives to sign an access agreement, insurance agreement, indemnification agreement, waiver, or any other document that purports to allocate liability or indemnification obligations onto Bevi (any such agreement, a “Third-Party Access Agreement”), Customer agrees that such obligations shall be subject to the indemnification provisions of these Terms and Conditions and Customer shall defend, indemnify, and hold Bevi harmless from and against any and all claims, damages, or liabilities arising from such Third Party Access Agreements to the full extent of Bevi’s obligations thereunder.

6. Utility Requirements.

Customer shall ensure that the installation area of each Bevi Machine contains hookups to: potable water for human consumption, electricity, and internet connectivity or wifi (optional).

7. Receipt of Bevi Machines.

By the Installation Date, Bevi shall ship each Bevi Machine, components, parts, and other related equipment, to the Event location, or other location, as specified by Customer in an Order. Customer is responsible for receipt of each Bevi Machine and the associated components, parts, and other related equipment.

8. Installation.

Bevi shall install each Bevi Machine listed in an Order by the end of the Installation Date. Bevi shall test each Bevi Machine after installation, to ensure that each Bevi Machine is functioning and tasting properly. Customer shall not move a Bevi Machine after installation.

9. Remote Support.

After installation, Customer may receive remote tech support, available, Mon-Fri 9am-8pm EST by calling 1-866-704-2384 or email support@bevi.co.

10. On-site Support.

Customer may request on an Order, on-site tech support, which Bevi may provide for an additional fee.

11. Bevi Access to Bevi Machines.

Customer shall ensure that Bevi personnel have access to the Bevi Machine.

12. Customer Restrictions of Bevi Machines.

Customer shall ensure that it nor any of user of a Bevi Machine defaces, damages, opens, reverse engineers, reverse compiles or perform any similar type of operation on a Bevi Machine or associates software or hardware or otherwise modifies the Bevi Machine. Customer shall not remove or modify any of a Bevi Machine’s branding.

13. Decommissioning.

On the Decommissioning Date, Bevi shall uninstall each Bevi Machine and prepare for shipping in crate.

14. Return of Bevi Machines.

Bevi shall arrange pick up of each Bevi Machine for return to Bevi. Customer is responsible for handling of Bevi Machines to the transport.

15. Safeguard of Bevi Machines.

Customer shall pay Bevi for damage (excluding normal wear and tear), loss, or modification of a Bevi Machine. Customer shall not deface a Bevi Machine in any way, including but not limited to, the removal or alterations of any branding.

16. Term.

These Terms and Conditions are effective as of the date Customer first assents to them and remain in effect for as long as Bevi is providing Bevi Machines or related services to Customer under any Order. Each individual rental runs for the duration specified in the applicable Order (from the Installation Date through the Decommissioning Date).

17. Termination.

Either Party may terminate these Terms and Conditions or any Order for the other Party's material breach that remains uncured 30 days after written notice of such breach. Upon termination of these Terms and Conditions, each Order shall also terminate.

18. Effects of Termination.

If Customer causes termination of an Order or if Bevi causes termination of an Order as a result of Customer’s breach of these Terms and Conditions, then Customer shall remain liable for the payment of each Order executed and any associated cash value of “in-kind sponsorships”.

19. Warranty.

UNLESS OTHERWISE STATED HEREIN, BEVI DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, AND, PARTICULARLY, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BEVI MACHINES, BEVI IP AND ALL SERVICES ARE PROVIDED “AS IS”. BEVI ASSUMES NO RESPONSIBILITY FOR ANY DAMAGES TO PARTNER’S WATER LINES THAT ARE NOT INSTALLED BY BEVI PERSONNEL.

20. Insurance.

Each Party shall maintain insurance against loss, theft, damage or destruction of a Bevi Machine for an amount at least its full replacement value. Parties shall maintain comprehensive general liability insurance, including, but not limited to, product liability coverage against any loss or liability for damages either to persons or property or otherwise, which results from or happen in connection with the use of a Bevi Machine.

21. Damages.

IN NO EVENT SHALL BEVI OR ANY OF ITS AGENTS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED THIS AGREEMENT. BEVI’S LIABILITY IS CAPPED AT THE AMOUNT OF FEES PAID BY CUSTOMER TO BEVI IN THE 12 MONTHS PRIOR TO THE CAUSE OF CLAIM.

22. Indemnification.

Each Party shall defend, indemnify and hold harmless the other and its affiliates, employees, Representatives, officers, directors, designees and agents from all third party claims, causes of action or damages arising out of or relating to: (i) its breach of these Terms and Conditions; (ii) injuries to persons or damage to property, including theft, resulting from its negligent acts or omissions; (iii) claims by its employees, agent or workers for damages under workmen’s compensation laws;  (iv), as applicable to Customer, Customer’s unauthorized use of Bevi IP, Confidential Information, or other intellectual property rights; or (v) as applicable to Customer, Customer’s supply of contaminated water into a Bevi Machine.

23. Security Interests.

All Bevi IP, goodwill, and any form of Bevi’s intellectual property, whether now or in the future, shall remain the property of Bevi. Unless explicitly contained herein, Bevi does not convey any ownership, security interests, licenses, or other interests to Customer. Customer shall not make any assertions to the contrary.

24. Confidential Information Definition.

“Confidential Information” means any technical, business, client or proprietary information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), directly or indirectly, including information regarding the Disclosing Party’s business strategies and practices, intellectual property of any kind, know-how, technology, software, product plans, client lists and relationships. Confidential Information shall not, however, include information that is: (i) or becomes publicly known through no fault of the Receiving Party; (ii) independently developed by Receiving Party without use or knowledge of the Confidential Information; or (iii) lawfully obtained by the Receiving Party from a third party who has the right to make such disclosure to the Receiving Party.

25. Restrictions of Confidential Information.

During the term of these Terms and Conditions and thereafter, the Receiving Party shall: (i) treat as confidential all Confidential Information of the other Party and not use Confidential Information except as necessary to perform its obligations (ii) implement reasonable procedures to prohibit the unauthorized use or disclosure of Confidential Information (iii) not disclose Confidential Information to any third party and (iv) not use Confidential Information to develop any product that contain features that are similar in any way to any feature of the Bevi Machine, Bevi IP, or Confidential Information. Parties shall use at least the same degree of care as it uses for its own confidential information, but not less than reasonable care. The Receiving Party may disclose Confidential Information pursuant to the order or requirement of a court or other governmental body, provided that the Receiving Party gives prompt, advance written notice to Disclosing Party, to enable the Disclosing Party to seek a protective order or prevent such disclosure. In the event a protective order is not obtained by the Disclosing Party, the Receiving Party shall disclose only that portion of the Confidential Information which it is legally required to disclose. Confidential Information disclosed shall continue to be Confidential Information. Parties may obtain equitable and injunctive relief in addition to all other remedies available to protect its interests. Upon written request, the Receiving Party shall promptly return or destroy, at Disclosing Party’s option, all tangible copies of the Confidential Information.

26. Marketing.

Bevi may use Customer’s name, likeness, and trademarks in its marketing materials. Bevi may film, capture images, and document usage of the Bevi Machine at the Event for internal purposes and for marketing purposes.

27. General

a. Entire Agreement; Amendment.

These Terms and Conditions (including Orders) are intended as the complete and exclusive statement of their terms. These Terms and Conditions supersede all prior agreements between the Parties relating to the subject matter of these Terms and Conditions. Differing terms of any purchase order or similar document connected to these Terms and Conditions shall not be binding. Notwithstanding the foregoing, the Parties may enter into a separate sponsorship agreement or other written agreement of Customer (a "Customer Agreement"). In the event of conflict between the terms of a Customer Agreement and these Terms and Conditions, these Terms and Conditions shall prevail, including for the avoidance of doubt, with respect to all matters associated with or resulting from a Bevi Machine, Concentrates or Consumables. These Terms and Conditions may only be amended in writing executed by the Parties.

b. Assignment.

Either Party may assign these Terms and Conditions in whole or in part without the prior written consent of the other party whether by operation of law, change of control or otherwise by providing written notice to the other. In the event of any assignment hereunder, the assigning Party shall remain responsible for its and its assignee’s performance. Notwithstanding, Partner shall not assign these Terms and Conditions to a Bevi competitor.

c. Force Majeure.

Except for existing payment obligations incurred, Parties shall not be responsible for any delays or performance of any obligation under these Terms and Conditions due to acts of God, supply chain shortages, strikes or other disturbances, including, war, insurrection, embargoes, governmental restrictions, acts of governments or governmental authorities, global health emergencies or the like, and any other cause beyond the control of such Party.

d. Governing Law; Consent to Jurisdiction.

These Terms and Conditions are governed in accordance with the laws of the Commonwealth of Massachusetts. All disputes shall be resolved by the state or federal courts in Boston, Massachusetts and the Parties each consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available to it.

e. Independent Contractor.

The Parties shall be independent from one another, and shall have no other legal relationship, including joint venturers, or employees. Neither Party shall have the right or power to bind the other Party and any attempt to enter into an agreement in violation of this Section shall be void.

f. Notices.

All notices, requests and other communication that a Party is required or elects to deliver shall be in writing and delivered by a recognized overnight courier service or by United States mail, first-class, certified or registered, postage prepaid, return receipt requests, to the other Party at its address set forth herein.

g. Severability.

If a provision or application of these Terms and Conditions is unenforceable, then that provision shall be enforced to the maximum allowable by law, and the remainder of these Terms and Conditions will remain valid in effect.

h. Non-Waiver of Defaults.

A waiver of a provision in these Terms and Conditions is not a waiver of any other provision, or a future waiver of the same provision. Failure or delay to declare a violation does not waive the violation.

i. Section Headings.

All section headings are for convenience of reference only and are not intended to define or limit the scope of any provision of these Terms and Conditions.

j. Designees.

Bevi shall have the right to use designees to carry out its obligations under these Terms and Conditions.

k. Survival.

The Parties agree that their respective rights, obligations and duties which by their nature extend beyond the termination of these Terms and Conditions shall survive any termination.