Rental Agreement

IRON ROOT EQUIPMENT RENTAL AGREEMENT – TERMS AND CONDITIONS
1. TERMS. The Iron Root Equipment Rental Agreement (“Agreement” or “Contract”) is a binding contract between Iron Root Land Works LLC. (“Iron Root) and the customer identified on Page I, including any of its representatives, agents, officers, employees (“Customer”), or anyone signing this Agreement on Customer’s behalf. Iron Root will provide Customer the products, tools, vehicles or large equipment and any accessories or attachments (“Equipment”) identified on Page 1 in accordance with the terms of this Agreement. Iron Root will provide the Equipment “as is” and in good working condition during the period of time between the “From” date and “To” date set forth in the Reservation Details (the “Rental Period”) and for the rental subtotal price identified on Page 1 (“Rental Price”). Customer agrees to return the Equipment prior to the expiration of the Rental Period, or to pay the additional rental fees described in Section 9. Customer’s execution of this Agreement or taking possession of the Equipment shall be deemed acceptance of these terms. Any reference in Customer's purchase order or other Customer document to other terms that purport to control this transaction are void. Customer rents the Equipment from Iron Root pursuant to this Agreement. The Equipment (a) is and shall remain the personal property of Iron Root and (b) shall not be affixed to any other property.
2. PAYMENT. At the commencement of the Rental Period, Customer is responsible for a prepayment (“Prepayment”) which will be applied towards the total amount owed at the end of the Rental Period. The Prepayment amount will vary depending on Equipment type as well as other factors, as determined by Iron Root. If the Prepayment amount exceeds the final amount due, including but not limited to Repair Costs, taxes, and other fees (as applicable), Customers will be refunded the difference. The Prepayment will be made by using a payment card approved by Iron Root (“Renter Card”). Customer authorizes Iron Root to process all amounts due on Renter Card (including, but not limited to, vehicle rental, traffic law violations, road toll fees, and parking citations, and any applicable administrative charge). Customer authorizes Iron Root to charge the Renter Card all amounts shown on this Contract and charges subsequently incurred by Customer, including but not limited to, loss of or damage to the Equipment and extension of the Rental Period. Customer must notify Iron Root in writing of any disputed amounts, including credit card charges, within twenty-five (25) days after the receipt of Iron Root rental contract/invoice, or Customer will be deemed to have irrevocably waived its right to dispute such amounts. Customer will also pay all direct costs of collection, including attorney fees, and interest at the highest rate permitted by law on any past-due amounts.
3. PERMITTED USE. Customer agrees that Iron Root has no control over the manner in which the Equipment is operated during the Rental Period. Customer warrants that: (a) (b) (c) (d) (e) Customer will inspect the Equipment to confirm that it is in good condition, without defects and is suitable for Customer’s intended use; Customer has received all information requested regarding the operation of the Equipment; Iron Root is not responsible for providing operator or other training unless requested by Customer; Customer 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; (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p) (q) Customer will maintain possession of the Equipment and will not sublease or sell the Equipment or assign this Agreement; Customer will keep the Equipment free and clear of all liens, charges and encumbrances; Customer will use the Equipment in compliance with all applicable laws and regulations; Customer will not alter or cover up any decal or insignia on the Equipment or remove any operational or safety instructions; Customer will not aid in the vandalism or theft of the Equipment; Customer will not rent the Equipment upon the basis of false or misleading information; Customer will not operate the Equipment while intoxicated or under the influence of any substance that impairs Customer’s ability; Customer will not use the Equipment in a negligent, illegal, unauthorized or abusive manner, or in any publication (including digital); Customer will only allow the use of the Equipment by authorized individuals that Customer directly or indirectly allows to use the Equipment, who are properly trained to use the Equipment and are not under the influence of any drugs, alcohol, substances or otherwise impaired; Customer will not remove, operate, or utilize the Equipment outside of the United States; For tools and large equipment, Customer will maintain proper fuel, oil, or lubrication levels and will perform routine maintenance and inspections on the tool and large equipment, including inspections on leaks, tires or tracks, cooling systems, water batteries, cutting edges, and cleaning in accordance with the manufacturer’s specifications. Customer agrees to inspect all hitches, bolts, safety chains, hauling tongues and other devices and materials used to connect the Equipment to any towing vehicle. Customer acknowledges Iron Root is not responsible for any damage to any towing vehicle caused by detachable hitches or mirrors.
4. EQUIPMENT RETURN. On or before the return date specified in the Agreement and during normal business hours, Customer will return the Equipment to the Iron Root location where the Equipment was rented in the same condition as when rented. Moreover, if the Equipment is not returned as specified in this Section, including a return to a different Iron Root location, a cleaning charge or a rate change may apply (in addition to any remedies set forth in Section 9 below). If the Equipment is not returned at the expiration of the Rental Period or if Iron Root determines that the Equipment is no longer in Customer’s possession, Customer will be deemed unlawfully in possession of the Equipment, and Iron Root may, among other remedies, seek the issuance of a warrant for the arrest of Customer or any other person in possession of the Equipment.
Telematics. The Equipment may be equipped with a telematics device that enables Iron Root or its fleet management provider to monitor the use and location of the Equipment. The telematics device is used to collect the Equipment's location (determined by GPS systems), fuel consumption, mileage, and systems status information. Iron Root may use the information for various purposes, including, but not limited to: (i) locating lost or stolen Equipment; (ii) analyzing and improving Iron Root rental program; (iii) enforcing the terms of this Agreement; or (iv) providing Customer with support, assistance, or services. Iron Root may share information collected with companies performing services for Iron Root, and as deemed necessary Iron Root to comply with legal process or a request from a governmental entity, and to protect Iron Root rights and property.
Investigations. All Customers will promptly complete incident reports, deliver to Iron Root a copy of all related documents, and fully cooperate with Iron Root investigation of any vandalism, theft, accident, claim or lawsuit involving the Equipment. This obligation to cooperate does not create a duty of defense by Iron Root.
Fuel. On select equipment, Customer will be required to return the Equipment with the same level of fuel that the Equipment contained when rented (“Original Fuel Level”). Equipment returned with less than the Original Fuel Level will be subject to a Refueling Service Charge of $10. Customer acknowledges that the Refueling Service Charge is not a retail sale of fuel. Customer may avoid the Refueling Service Charge if Customer returns the Equipment with a full tank of fuel. The first page of this Agreement will indicate whether the Equipment is subject to the Refueling Service Charge.
5. EQUIPMENT DAMAGE. (a) Equipment Damage. Regardless of fault, Customer is responsible for all loss of and damage to Equipment beyond reasonable wear and tear (including loss or damage resulting from normal use, or caused by theft, abuse, misuse, neglect, or intentional acts). Customer is responsible for Iron Root loss of use and an administrative charge for expenses associated with processing the loss and damage claim (collectively, “Administrative Charges”). (b) Reasonable Wear and Tear. Reasonable wear and tear of the Equipment shall mean only the normal deterioration of the Equipment caused by ordinary and reasonable use. The following shall not be deemed reasonable wear and tear: (i) damage to wheels, tires, or drive tracks; damage from drops or falls during transport or use equipment; (ii) damage resulting from lack of lubrication, insertion of improper fuel, or maintenance of necessary oil, water and air pressure levels; (iii) except where Iron Root expressly assumes the obligation to service or maintain the Equipment, any damage resulting from lack of servicing or preventative maintenance suggested in the manufacturer’s operation and maintenance manual; (iv) damage resulting from any collision, overturning, or improper operation, including overloading or exceeding the rated capacity of the Equipment; (v) damage in the nature of dents, bending, tearing, staining, corrosion or misalignment to or of the Equipment or any part thereof; (vi) and any other damage to the Equipment which is not considered ordinary and reasonable in the equipment rental industry. (c) Damage Protection. Iron Root Damage Protection is a nonrefundable, optional service offered by Iron Root that, if and only if selected in advance of the rental, modifies this Agreement to relieve Customer of repair charges, replacement charges, and Administrative Charges if the Equipment is damaged during normal use during the Rental Period (“Damage Protection”). Iron Root Damage Protection is unavailable once Customer leaves Iron Root premises with the rented Equipment. The charge for Damage Protection is 10% of the Rental Price and will appear as a separate line-item on the Agreement and on the invoice. If the Rental Period is extended, 10% will also be applied to the extended portion of the Rental Period at final settlement. Customer must accept or decline the Damage Protection. Damage Protection is not insurance and Iron Root may make a profit on its Damage Protection. The Damage Protection does not protect Customer from liability to Iron Root or others for damage to persons or property other than Equipment damage specifically set forth in this Section. In order for the Damage Protection to apply, the following conditions must be present: (i) Customer must pay 10% of the gross rental charges as the fee for the Damage Protection (plus applicable taxes); (ii) Customer must fully comply with the terms of this Agreement; (iii) Customer’s account must be current; and (iv) none of the Exclusions apply. Exclusions are Equipment damage or loss resulting from: (i) floods, wind, storms, earthquakes, Acts of God; (ii) mysterious disappearance; (iii) sinking of the Equipment into mud or water; (iv) submersion of the Equipment in mud or water above the tracks (in the case of track machines) or above the tires (in the case of tire machines); (v) use of the Equipment in demolition activities; (vi) tire or track damage; (vii) any exposure to radioactive, contaminated or other hazardous materials; (ix) boom damage from overloading of a boom or from a collision when a boom is in motion; (x) the Equipment’s rollover, upset, or drops and falls; (xi) use or operation of the Equipment by a person other than Customer or a qualified employee of Customer, including damages to or loss of equipment loaned to a third party; (xii) use or operation of the Equipment in violation of any law or ordinance; (xiii) the failure of Customer to perform the basic maintenance required under the terms of this Agreement; (xiv) any other failure of Customer to comply with the terms and conditions of this Agreement; (xv) overloading the rated capacity of equipment; (xvi) loss or damage caused by failure to keep the equipment in a secure area after the unit is called off rent; (xvii) the transportation of the equipment; (xviii) leaving keys in the Equipment while that Equipment is not locked or otherwise secured; or (xix) loss of or damage to the Equipment caused by theft, abuse, or intentional acts. Further, Iron Root Damage Protection does not cover damage to retail merchandise purchased separately by Customer, nor does it apply to other fees incurred by Customer.
Repairs. In the event Customer does not elect to purchase Damage Protection, Customer agrees to pay an estimated “Repair Cost” based on the reasonable cost of repair, inclusive of labor and parts, and the Customer will pay rental on the Equipment at the regular rental rate until all repairs have been completed. The Repair Cost will not exceed the fair market value of the tool or large equipment and applicable fees. Customer acknowledges and agrees to pay the Repair Cost and authorizes Iron Root to charge the Repair Cost to the Renter Card. All maintenance or repairs must be performed or directed by Iron Root. Iron Root shall have no obligation if Customer breaches this Contract to stop the Rental Period, commence repairs, or rent other equipment to Customer until Customer or its agent agree to pay for all repair related charges. If the Equipment is lost or destroyed, or if the Customer is unable or fails to return the Equipment to Iron Root for any reason whatsoever, Customer will pay Iron Root the then full replacement cost of the Equipment together with the full rental rate as specified until such Equipment is replaced.
(e) Malfunctioning Equipment. Should the Equipment be involved in an accident or incident, become unsafe, malfunction or require repair, Customer shall immediately cease using the Equipment and immediately notify Iron Root. If such condition is the result of normal operation, Iron Root will repair or replace the Equipment with reasonably-similar Equipment in working order, if such replacement Equipment is available. Iron Root has no obligation to repair or replace Equipment damaged or rendered inoperable by misuse, abuse or neglect. Customer’s sole remedy for any failure or defect in Equipment shall be the termination of any rental charges accruing after the time of failure. Customer must return the Equipment to the Store Location by the end of the Rental Period or within 24 hours from the time of defect (whichever comes first) in order to terminate rental charges.
6. LIMITATION OF LIABILITY. DURING THE RENTAL PERIOD, CUSTOMER ASSUMES ALL RISKS ASSOCIATED WITH AND FULL RESPONSIBILITY FOR THE POSSESSION, CUSTODY AND OPERATION OF THE EQUIPMENT, INCLUDING, BUT NOT LIMITED TO, RENTAL CHARGES, CUSTOMER TRANSPORT, LOADING AND UNLOADING, PROPERTY DAMAGES AND DESTRUCTION, LOSSES, PERSONAL INJURY, AND DEATH. CUSTOMER EXPRESSLY ASSUMES ALL RISK OF DAMAGE TO THE EQUIPMENT UNLESS CUSTOMER PURCHASED DAMAGE PROTECTION, WHICH CONTRACTUALLY MODIFIES CUSTOMER’S LIABILITY, AS PROVIDED IN SECTION 5. IN CONSIDERATION OF THE RENTAL OF EQUIPMENT, CUSTOMER AGREES THAT IRON ROOT LIABILITY UNDER THIS CONTRACT, INCLUDING ANY LIABILITY ARISING FROM IRON ROOT, IRON ROOT ENTITIES, OR ANY THIRD PARTY’S COMPARATIVE, CONCURRENT, CONTRIBUTORY, PASSIVE OR ACTIVE NEGLIGENCE OR THAT ARISES AS A RESULT OF ANY STRICT OR ABSOLUTE LIABILITY, SHALL NOT EXCEED THE TOTAL RENTAL CHARGES PAID BY CUSTOMER UNDER THIS CONTRACT.
7. NO WARRANTIES. IRON ROOT DOES NOT DESIGN OR MANUFACTURE THE EQUIPMENT AND IS NOT THE AGENT OF THE MANUFACTURER OR ANY OTHER SUPPLIER OF THE EQUIPMENT. IRON ROOT DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT, ITS DURABILITY, CONDITION, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OR CUSTOMER’S INTENDED USE. CUSTOMER ACKNOWLEDGES ACCEPTANCE OF THE EQUIPMENT “AS IS” AND ON A “WHERE IS” BASIS, WITH “ALL FAULTS” AND WITHOUT ANY RECOURSE WHATSOEVER AGAINST IRON ROOT.
8. INDEMNIFICATION. TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER AGREES TO INDEMNIFY, DEFEND (WITH COUNSEL APPROVED BY IRON ROOT), AND HOLD IRON ROOT, AND ANY OF ITS RESPECTIVE OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES, AND AFFILIATES, PARENTS AND SUBSIDIARIES (“INDEMNITEES”), HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, LOSS, (INCLUDING, DAMAGE OR COSTS BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOSS OF PROFIT, LEGAL OR REGULATORY VIOLATIONS OR CITATIONS, BUSINESS INTERRUPTION OR OTHER SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, DAMAGES RELATING TO PROPERTY DAMAGE OR CONTAMINATION, BODILY INJURY OR DAMAGES RELATING TO WRONGFUL DEATH) ARISING OUT OF OR RELATED TO THE OPERATION, USE, POSSESSION OR RENTAL OF THE EQUIPMENT, WHETHER OR NOT CAUSED IN PART BY THE ACTIVE OR PASSIVE NEGLIGENCE OR OTHER FAULT OF AN INDEMNITEE. THIS INDEMNITY PROVISION ALSO APPLIES TO ANY CLAIMS ASSERTED AGAINST IRON ROOT BASED UPON STRICT OR PRODUCT LIABILITY CAUSES OF ACTION. CUSTOMER’S INDEMNITY OBLIGATIONS SHALL BE DIMINISHED BY ANY STATUTORY OR CONSTITUTIONAL LIMITATION OF LIABILITY OR IMMUNITY CUSTOMER ENJOYS FROM SUITS BY ITS OWN EMPLOYEES. CUSTOMER’S INSURER’S POSITION REGARDING INSURANCE COVERAGE FOR THE INDEMNITIES AS ADDITIONAL INSUREDS DOES NOT LIMIT CUSTOMER’S OBLIGATION TO DEFEND AND INDEMNIFY THE INDEMNITIES IN ACCORDANCE WITH THIS PROVISION. CUSTOMER’S INDEMNITY OBLIGATIONS WILL CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING THE EXPIRATION OR EARLY TERMINATION OF THE RENTAL AGREEMENT.
9. DEFAULT AND REMEDIES. (a) Failure to Extend Rental Period. To extend the Rental Period, Customer must obtain Iron Root written approval prior to the expiration of such Rental Period. Should Customer 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, Customer will be in default of this Agreement. In addition to any other remedies in this Agreement, if the Equipment is not returned prior to expiration of the Rental Period, Customer will incur additional rental charges in the amount identified on Page l on a daily recurring basis (“Additional Rental Fees”) until the first to occur of the following: (i) the Equipment is returned; (ii) Iron Root has received funds in the amount of the value of the Equipment based upon the condition of the Equipment at the beginning of the Rental Period (“Present Value”); or (iii) the 30th day after the Rental Period expires.
(b) Breach of Terms and Conditions. In the event that Iron Root determines Customer has violated any term or condition of this Agreement, Iron Root may take all action necessary to secure either: (i) the return of the Equipment; or (ii) funds equal to the Present Value. In such cases, Customer will reimburse Iron Root for all costs incurred including, without limitation, reasonable attorney's fees. Customer expressly agrees and hereby authorizes Iron Root to charge to the Renter Card, all amounts shown on Page l, and all charges subsequently incurred by Customer under or related to this Agreement, including but not limited to: (A) extension of the Rental Period; (B) any charges incurred in connection with the recovery of the Equipment; (C) any charges incurred for failure to return the Equipment, INCLUDING, WITHOUT LIMITATION, ADDITIONAL RENTAL FEES OR EQUIPMENT REPLACEMENT FEES (less any paid additional rental fees). To the extent required by applicable payment card network rules, Iron Root will obtain Customer’s additional authorization to charge Renter Card, if applicable, for any insurance costs related to Equipment loss, theft, or damage during the Rental Period.
(c) Payments. At Iron Root discretion, Customer may withdraw authorization to pay the Additional Rental Fees on a weekly recurring payment at any time, provided that other arrangements are made to pay the Additional Rental Fees. Iron Root is authorized to obtain updated card account information from the card issuer. Customer agrees that a service charge of 1.5% per month, or the maximum rate permitted by law, will be assessed on all delinquent accounts, until paid in full. Customer is prohibited to use any Iron Root credit line to pay for delinquent or past due accounts and any future rentals will be postponed until Customer’s account is paid in full. If Customer’s payment towards the account is returned, 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.
(d) No Notice. CUSTOMER HEREBY AGREES THAT CUSTOMER IS NOT ENTITLED TO NOTICE OF DEFAULT OR NOTICE OF ANY ACTION OF ENFORCEMENT BY IRON ROOT OTHER THAN WHAT IS EXPRESSLY PROVIDED FOR UNDER THIS AGREEMENT. Should Iron Root fail to meet any of its obligations under this Agreement, Customer’s only remedy is repair or replacement of the Equipment or a rental charge adjustment at Iron Root sole discretion.
10. NOTICES. Iron Root may elect to send any notices to Customer by any means determined by Iron Root. In particular, if Customer has provided Iron Root with an email address, Iron Root may send notices to Customer by email and such email notice by Iron Root will be valid notices for purposes of this Agreement.

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