Introduction: This Rental Service Agreement (“Agreement”) is made between Chiavaris, Inc., including its subsidiaries and affiliates, (hereinafter referred to as “Chiavaris”), a corporation organized under the laws of the State of Illinois, located at 8517 S. Thomas Avenue, Bridgeview, IL 60455, and the undersigned “Client”. This Agreement outlines the terms under which Client will rent Equipment from Chiavaris.

Definitions: For the purpose of this Agreement, the following terms are defined as follows:

“Chiavaris” – Refers to Chiavaris, Inc., or any of its subsidiaries or affiliates.
“Client” – The individual, business, nonprofit, organization, or any other entity that signs this Agreement to rent Equipment from Chiavaris, including their employees, agents, contractors, subcontractors, or any other third parties involved in the execution of this Agreement.
“Agreement” – This Rental Service Agreement, including all its subsequent amendments, exhibits, and attachments.
“Ticket” – The Reservation Ticket issued by Chiavaris specifying the rental details such as Client information, delivery location, rental timing, Equipment counts and colors, total cost, payment options, payment terms, and deposit/remaining balance requirements.
“Equipment” – Various items listed on the Ticket available for rent from Chiavaris, including any additional or substitute Equipment provided.
“Service Location” – The location specified on the Ticket where the Equipment is to be delivered, used, or picked up.
“Party” or “Parties” – Refers to either Chiavaris or Client, or both, depending on the context.
“BID” or “Quote” – Refers to the preliminary estimation of costs provided by Chiavaris to a Client upon request. This document outlines the potential charges for renting equipment based on the details provided by the Client. It serves as an initial offer that the Client can review before deciding to proceed with a Reservation.
“Reservation” – A “Reservation” occurs when a Client accepts a BID or Quote by following the specified steps to confirm their intent to book equipment. This acceptance is typically confirmed through an email or payment that secures the availability of the specified equipment for the event dates outlined in the Reservation.
“Time of Booking” – The “Time of Booking” is defined as the moment when the Client receives an email confirming the Reservation status. The confirmation is evidenced by an email sent by Chiavaris, showing that the status has changed from Quote to Reservation in Chiavaris’ Ticket system. No Reservation is confirmed until the Client receives this status update.

Recitals: WHEREAS, Chiavaris owns a stock of Rental Equipment (“Equipment”) and is engaged in the business of renting such Equipment to the Client; AND WHEREAS, Client wishes to rent Equipment from Chiavaris under the terms set forth in this Agreement and as detailed on the Ticket;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and intending to be legally bound, the Parties agree as follows:

Equipment Rental: Chiavaris agrees to rent to Client, and Client agrees to rent from Chiavaris, the Equipment as listed on the Ticket. The Ticket details all pertinent information, which shall apply for all contractual purposes.
Availability and Confirmation of Reservation: Equipment availability is not guaranteed until the Reservation Ticket status is updated to “Reservation” from “Quote” in Chiavaris’ system, confirming that the Time of Booking has been reached. This confirmation occurs when the Client receives an email indicating the updated Reservation status. Once the Reservation Ticket status has been updated and the Reservation is confirmed, Chiavaris commits to fulfilling the Reservation, subject to any unforeseen circumstances that may affect availability. If any equipment becomes unavailable after the Reservation is confirmed, Chiavaris reserves the right to provide reasonable substitutions or cancel the order, offering the Client options for a full refund or rescheduling.
Effective Date and Signature: This Agreement will take effect upon Client’s electronic signature at the end of this document. The Client agrees that this signature will apply to all future Reservations made by the Client, and that the terms of this Agreement will govern each Reservation, regardless of the Service Location. Client agrees to all terms and conditions stated herein and, on the Ticket, which forms an integral part of this Agreement.
Payments: Client agrees to the payment terms listed directly on their Ticket at the time of booking. The ‘Time of Booking’ is defined as the moment when the Ticket status changes from Quote to Reservation, as indicated on the Ticket. In some cases, a Reservation may only be confirmed upon receipt of payment, in accordance with the instructions provided. Accepted primary payment methods include Credit Card, Cash, ACH, or Zelle. Chiavaris may also allow additional payment methods at its discretion, per specific instructions provided to the Client.

Please note that checks will not be accepted within ten (10) days prior to the event for Advanced Payment clients. Payment methods accepted by Chiavaris may change at any time, and the latest accepted methods will be reflected on the Reservation Ticket or other communications.

Taxes & Exemptions: Client acknowledges that sales tax will be applied to all applicable transactions unless a valid exemption certificate is submitted prior to order placement. If a tax exemption or resale certificate is provided, Client assumes full responsibility for ensuring compliance with state and local tax laws. Chiavaris is not responsible for refunding sales tax once a transaction has been processed.

Non-Refundable Deposit: The deposit and remaining balance terms will be listed directly on the Ticket. If specified on their Ticket, Client agrees to pay a non-refundable deposit of 30 (thirty) percent of the total amount. This deposit covers the initial costs associated with preparing and reserving the requested equipment. This fee is not a security deposit and is retained by Chiavaris to cover administrative and logistical preparations necessary prior to the rental period. This deposit will not be returned regardless of the condition of the equipment upon its return.

Late Fees: Outstanding balances may prevent services. Chiavaris reserves the right to place Client’s account on hold or switch to cash-only status for any outstanding balances. A late fee of 1.5% accrues every 30 days post-event on unpaid balances. After 90 days, such balances may be forwarded to a collection agency. Failure to return Equipment within the rental period results in a late fee equivalent to 50% of the total Ticket value will be assessed for each additional 24-hour period, or part thereof, beyond the agreed rental period. This fee compensates for the potential loss of use and decreased availability of the equipment. In addition to the late fee, any costs incurred by Chiavaris in efforts to recover the equipment, including but not limited to transportation costs, legal fees, and delivery/pick-up fees, will be charged to the Client.

Refund Policy: Deposit payments are nonrefundable. Transaction fees are nonrefundable. Additional payments are refundable up to ten (10) days prior to the event date. A full refund is granted if Chiavaris fails to perform, except under circumstances outlined in the Force Majeure section. Once Equipment is delivered, Client is not entitled to a refund. Refunds from Chiavaris to Client can be issued via Zelle or Check. Refunds may take up to seven (7) days to process.

Misrepresentations: Any written or verbal representation or statement made by Client that proves to be untrue, inaccurate, or omits a material fact, at the time it was made may result in additional charges. These charges will cover any costs that would have been incurred by Chiavaris had the true, accurate, and complete information been provided initially.

Scenario: Client Misrepresents Event or Venue Details
Explanation: The Client provides inaccurate or incomplete information that causes Chiavaris to incur additional costs. Chiavaris may charge the Client additional fees to cover costs incurred due to the misrepresentation.

Cancellations and Changes: Tickets can be cancelled through written statement via email by either Party up to ten (10) days prior to the date of the event. Once cancelled, the Ticket cannot be renewed. Client may only make changes to increase or decrease Equipment counts or alter color selections, if available. It is advised to reserve the highest anticipated Equipment count to ensure availability. The final count may not be reduced by more than thirty (30) percent of the original reserved Ticket quantities. The finalized Equipment count is due ten (10) days prior to the event. Reductions beyond thirty (30) percent will incur an equalization fee. Changes to the event date require a new Ticket. Deposits are non-refundable and cannot be transferred. Client is responsible for verifying and ensuring the accuracy of all details always listed on their Tickets.

Service Location: The Equipment must remain at the Service Location specified on the Ticket unless a change of location or Self-Service transportation is expressly authorized by Chiavaris in writing. For Self-Service details, please refer to the “Self-Service and Equipment Transportation” section below.

Third-Party Venues and Permissions: If the event is taking place at a third-party venue, it is the Client’s responsibility to secure all necessary permissions and authorizations from the venue. Chiavaris shall not be held liable for any disputes or issues arising from a lack of proper authorization. The Client agrees to indemnify and hold Chiavaris harmless from any claims or damages resulting from a failure to obtain the necessary permissions or from disputes between the Client and the venue.

Self-Service and Equipment Transportation: With prior written consent from Chiavaris, Client may opt for Self-Service pickup and transportation of the Equipment. This consent will outline necessary conditions to ensure safe handling and transportation of the Equipment. Client is responsible for securely covering all transported Equipment using chair covers and ensuring that all items are securely stored and transported to prevent damage. This includes adhering to specific precautions provided by Chiavaris at the time of pickup. The designated Service Location for Self-Service arrangements is the Chiavaris Warehouse located in Bridgeview. Client must pick up and return the Equipment to the Chiavaris Warehouse unless alternate arrangements are authorized in writing.

Delivery and Pickup: Client is responsible for confirming that the delivery and pickup times listed on their Ticket are accurate and that the event space will be accessible during these times. Additionally, Client must ensure a safe and accessible area for delivery and pickup, including appropriate parking and loading facilities. It is essential to notify Chiavaris of any stairs or elevators at the time of the agreement. Client must also allow sufficient time for Chiavaris to set up all Equipment prior to the event start time; for guidance on the required setup time, please consult the Chiavaris Customer Service team. Delivery and pickup times are approximate and not guaranteed. Chiavaris will not be liable for any costs or losses resulting from timing discrepancies. Client is responsible for securing all necessary permits and permitting costs and Chiavaris will not be held liable for cancellations due to permit issues. Additional fees may apply due to post-delivery Equipment add-ons, changes in delivery or pickup timing, or unclear communication regarding delivery or pickup details, changes are subject to Chiavaris’ availability. During delivery, Chiavaris may include up to two additional units of each type of Equipment listed on the Ticket, as well as moving equipment such as chair-dollies, cushion-dollies, totes, straps, or other necessary tools to facilitate the Client’s setup, even if not ordered or listed on the Ticket. This practice is intended to offset any potential errors in loading or unforeseen equipment damage. Client will assume responsibility for these extra units, which will be included as part of the rental unless specifically requested otherwise by the Client upon delivery. It is important for Clients to understand that these extras are provided as a courtesy and should not be relied upon as guaranteed; their availability may vary depending on inventory accuracy and condition checks during loading.

Equipment Use and Inspection: Upon delivery, Client must inspect the Equipment for correct quantity, type, and working condition. Use is at Client’s discretion and responsibility, ensuring it is safe and fit for purpose. Immediate notification to Chiavaris is required for any damaged, incorrect, or missing items within one (1) hour of delivery. Chiavaris will replace Equipment at no extra charge if the issues are reported timely. Client must ensure that Equipment is not exposed to water at any time, this includes but is not limited to rain or dew. Client is responsible for continuous supervision and safety during use. In case of Equipment failure, accident, or disablement, Client must cease usage immediately and report to Chiavaris, providing all necessary information.

Client Responsibility for Equipment: The Client assumes full responsibility for the care, custody, and control of the equipment during the rental period. In the event of damage, theft, loss, or destruction of the equipment, whether caused by accident, negligence, fire, theft, or any other cause, the Client agrees to reimburse Chiavaris for the full cost of repair or replacement of the equipment. The Client is encouraged to obtain appropriate insurance coverage to protect against these risks.

Return of Equipment: Equipment must be returned in the condition it was received, within the specified rental period or within 24 hours by default. Minor wear-and-tear, such as small scratches, dents, or stains that do not affect the functionality of the Equipment, is acceptable. Any major damage, which includes but is not limited to significant structural damage or functional impairments, may result in fees. Fees for damaged or missing equipment will be assessed based on the replacement value of the specific piece of Equipment, as determined by the current retail price or an equivalent appraisal. Late returns are subject to the cost outlined in the ‘Late Fees’ section of this agreement.

Limited Warranty: Chiavaris disclaims all warranties, express or implied, regarding the rental Equipment. Chiavaris is not liable for defects or failures unknown at the time of delivery.

Insurance: While Chiavaris maintains insurance coverage necessary for its business operations, the Client is strongly advised to obtain appropriate insurance to cover any potential liabilities, losses, or damages associated with the use of rented Equipment. Chiavaris is not responsible for securing any insurance beyond what is required for its operations. Chiavaris recommends the Client secure a minimum of $1,000,000 in general liability insurance to protect against potential risks, including theft, damage, or personal injury. Proof of insurance may be requested at Chiavaris’ discretion prior to delivery of Equipment. In the absence of adequate insurance, the Client assumes full responsibility for any and all damages or losses during the rental period.

Possession and Title: Title to the Equipment remains with Chiavaris at all times. Client agrees to keep the Equipment within their custody and control from delivery until Chiavaris retrieves it. Client must not sublet, rent, sell, or remove the Equipment from the specified Service Location, nor transfer it in any manner. Chiavaris retains the right to retake possession of the Equipment without notice or legal process if it is not returned or if it is levied upon for any reason.

Assignment and Subleasing: Client shall not sublease the Equipment. Any attempt to breach this condition may result in immediate termination of this Agreement by Chiavaris. Chiavaris may subcontract work to third-party vendors and can assign its rights, title, and interest in this Agreement and the Equipment without Client consent and may use them as collateral for any indebtedness.

Independent Contractors: Chiavaris engages independent contractors to perform various services, including but not limited to the delivery and pickup of rental equipment. It is important for Client to understand that these independent contractors are not employees or agents of Chiavaris. The choice of Chiavaris by the Client for renting equipment does not rely on any representation that the individuals performing the delivery or pickup are employees or agents of Chiavaris. While Chiavaris ensures that these contractors adhere to high standards of service, Chiavaris is not liable for any actions or omissions of these independent contractors. Independent contractors may operate under their own business entities and are solely responsible for their conduct and any claims or liabilities arising from their services. Chiavaris is not responsible for any errors, omissions, or failures to act by these independent contractors.

Force Majeure and Rescheduling: In the event of a Force Majeure situation that leads to the postponement or cancellation of the event, the Client will be given the opportunity to reschedule the event subject to the availability of Equipment. If the Equipment is unavailable for the new date, Chiavaris will offer similar replacement Equipment, or the Client may cancel the Reservation. In the case of rescheduling, the terms and fees of the original Reservation may be adjusted if the new event date falls outside of the original pricing structure (e.g., seasonality, new equipment rental rates). Any additional charges or refunds due to such changes will be communicated to the Client in advance.

If rescheduling is not possible, and the event is canceled due to a Force Majeure event, Chiavaris will work with the Client to minimize costs and consider partial refunds or credits for future rentals. However, non-refundable deposits and transaction fees will remain non-refundable.

Liability and Indemnification: The liability of Chiavaris under this Agreement is limited to the rental fees paid by Client. Client shall indemnify and hold Chiavaris harmless against any claims, losses, injuries, damages, liabilities, and legal costs arising from the use of rented Equipment or any breach of this Agreement, including claims involving third parties. This indemnification will survive the termination or expiration of the Agreement.

Dispute Resolution and Legal Costs: To ensure prompt and efficient resolution of any disputes arising from or related to this Agreement, including its existence, validity, or termination, the parties agree to follow a structured process of dispute resolution:

1. Negotiation: The parties will first attempt to resolve any dispute through direct discussions.

2. Mediation: If the dispute cannot be settled through negotiation, the parties agree to participate in good faith in mediation administered by the American Arbitration Association (AAA) under its Commercial Mediation Procedures before proceeding to arbitration.

3. Arbitration: Should mediation fail, any remaining disputes, claims, or controversies arising out of or related to this Agreement or the relationships it governs, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, will be resolved through final and binding arbitration. The arbitration will be conducted by a single neutral arbitrator in Cook County, Illinois, and administered by the AAA under its Consumer Arbitration Rules, as amended by the terms of this Agreement.

4. Waiver of Lawsuit and Jury Trial: By agreeing to arbitration, both parties waive their rights to sue in court, including any right to a jury trial. This arbitration clause shall be the sole remedy for any controversy or claim arising out of the Agreement, and the award rendered by the arbitrator shall be final and binding.

5. Costs and Fees: Each party will bear its own costs from the arbitration, and the parties will equally share the arbitrator’s fees and administrative fees of arbitration. The prevailing party shall be entitled to recover its reasonable attorney’s fees and costs.

Legal Compliance and Binding Effect: Each Party warrants that they have the full legal right to enter into and perform this Agreement without violating any other agreements or applicable laws. This Agreement binds and benefits both Parties and their successors and assigns. Representations or warranties outside of this written agreement are non-binding unless made in writing and signed by both parties.

Mutual Confidentiality and Non-Disclosure: The Parties acknowledge that during the execution of this Agreement, they may become privy to confidential information related to each other’s business operations. Both Parties agree to maintain the confidentiality of all such information, irrespective of when it was disclosed, and to not share any confidential details with any third Party or unauthorized/non-decision-making representatives without the express written consent from an authorized representative of the disclosing Party. Confidential information includes, but is not limited to, pricing, procedures, partnerships, and contractual terms. Upon termination of this Agreement or upon request, all confidential materials must be promptly returned to the originating Party or destroyed, with certification of the destruction provided if requested.

Intellectual Property Rights: Client acknowledges that Chiavaris retains all rights, title, and interest in its trademarks, logos, patents, images, and any other proprietary materials. The Client agrees not to use, reproduce, or distribute any of Chiavaris’ trademarks, pictures, or proprietary materials without explicit written consent. Any unauthorized use will be considered a breach of this agreement.

Exception for Legal and Liability Purposes: Notwithstanding the above, Chiavaris reserves the right to disclose the Client’s information, including the signed contract, to third parties for the purpose of transferring liability, fulfilling legal obligations, complying with applicable laws or regulations, or enforcing the terms of this Agreement. Such disclosures may also occur when required to facilitate claims, settlements, or the performance of subcontracted services, provided that the third party is bound by similar confidentiality obligations.

Modification of Terms: Chiavaris reserves the right to modify the terms and conditions of this Agreement at any time. Any changes to the terms and conditions will be communicated to the Client via email. The updated terms and conditions will also be made available at [https://chiavaris.com/chiavaris-rental-service-agreement/]. Unless the Client provides written notice of termination within seven (7) days of receiving such notice, the Client agrees to be bound by the revised terms for all future Reservations. The Client may request a copy of the most current terms and conditions at any time.

Notices: All notices under this Agreement must be in writing via email and sent to the respective email addresses provided by each Party. Notices must be delivered via email at least one week prior to the event and are considered valid only upon confirmed receipt via email.

Term: The term of this Agreement commences on the signed date and remains effective indefinitely for all future rentals, governing each transaction between Chiavaris and Client until terminated by either Party. The agreement remains effective indefinitely for all future rentals between Chiavaris and the Client, regardless of the Service Location specified on individual Tickets, until terminated by either Party. This Agreement shall apply to all Reservations made by the Client, including those for events at third-party locations. This Agreement may be terminated by either Party upon providing email notice to the other Party. Upon termination, this Agreement shall cease to cover any subsequent rentals, but such termination shall not affect any rights or obligations arising under rentals that occurred prior to the termination date. Client must pay all balances owed upon termination. Client must return all of Chiavaris Equipment at time of termination. See the Cancellations and Changes term for details on existing rentals.

Survival of Terms: Certain provisions of this Agreement, due to their nature, shall continue to be enforceable after any termination or expiration of this Agreement, regardless of the reason for termination or whether Client ultimately rents Equipment from Chiavaris. These provisions include, but are not limited to, Deposits, Payments, Late Fees, Cancellations, Term, Refund Policy, Mutual Confidentiality and Non-Disclosure, Liability and Indemnification, Dispute Resolution and Legal Costs, Legal Compliance and Binding Effect, Severability, and Applicable Law.

Severability: If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect. If a court determines that any provision is invalid or unenforceable but that by limiting or modifying the provision it would become valid and enforceable, the provision will be modified to the minimum extent necessary to render it enforceable. In the event a material provision is deemed invalid or unenforceable, the Parties agree to enter into good faith negotiations to revise the affected provision, ensuring that the revised terms reflect the original intent of the Agreement while maintaining enforceability.

Entire Agreement and Modification: This Agreement constitutes the entire agreement between the Parties, superseding all prior communications. It can only be amended in writing, signed by both Parties.

Applicable Law: This Agreement is governed by Illinois law and subject to the exclusive jurisdiction of Cook County courts.

Representation and Authority: The person signing this Agreement on behalf of the Client represents and warrants that they have the full legal authority to bind the Client, whether an individual, business, or other entity, to the terms and conditions of this Agreement. Chiavaris is entitled to rely on the representations made by the signatory. In the event that the signatory lacks proper authority, the signatory agrees to assume personal liability for any obligations under this Agreement.

Fraudulent or Unauthorized Representation: If it is discovered that the signatory did not have proper authority to bind the Client, or if any misrepresentation or fraudulent information is provided by the signatory, the individual or entity that provided such misrepresentation will be held personally liable for all obligations and damages incurred under this Agreement. Chiavaris reserves the right to pursue all legal remedies available in such cases, including seeking compensation for any losses or damages.

Electronic Signature and Agreement: By providing an electronic signature on this link, the Client explicitly consents to enter into contracts electronically with Chiavaris, Inc. The electronic records submitted by the Client, including digital signatures, emails confirming the booking, and any electronic communications, shall constitute enforceable, legally binding agreements. The Client acknowledges and agrees that such electronic submissions constitute an agreement to be bound by the terms of this Rental Service Agreement, including all subsequent amendments, exhibits, and attachments, as fully and to the same extent as an agreement executed in ink. By accepting the terms electronically, the Client waives any right to claim the non-binding nature of the signature.