LOCATION AGREEMENT (Production)

PLEASE READ THESE TERMS AND CONDITIONS VERY CAREFULLY

THIS LOCATION AGREEMENT (“AGREEMENT”) CONSTITUTES A BINDING AGREEMENT BETWEEN PRODUCER AND HOST. BY CLICKING “SEND REQUEST”, “I AGREE” OR OTHERWISE INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN. IF YOU ARE AN INDIVIDUAL ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF SAID ENTITY AND BIND THE ENTITY TO THE TERMS AND CONDITIONS CONTAINED HEREIN, IN WHICH EVENT, THE TERM(S) "PRODUCER" OR “HOST” WILL REFER TO SUCH ENTITY(IES), AS APPLICABLE. IF YOU DO NOT ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN OR ARE NOT AUTHORIZED TO ACT FOR THE ENTITY ON WHOSE BEHALF YOU’RE ENTERING THIS AGREEMENT, DO NOT CLICK “SEND REQUEST”, “I AGREE” OR OTHERWISE INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT.

IMPORTANT NOTICE: THESE TERMS AND CONDITIONS CONTAIN A BINDING ARBITRATION PROVISION AND WAIVER OF JURY TRIALS AND CLASS ACTIONS GOVERNING DISPUTES ARISING FROM, RELATED TO OR IN CONNECTION WITH THE PREMISES, THE PRODUCTION, THE PARTIES’ RELATIONSHIP AND/OR THIS AGREEMENT. IT AFFECTS YOUR AND YOUR USERS’ LEGAL RIGHTS AS DETAILED IN THE MANDATORY ARBITRATION AND WAIVER OF CLASS ACTION SECTION BELOW. PLEASE READ CAREFULLY.

Production Title: ________________ (hereinafter, the “Production”).

Production Company/Producer: ___________________ (“Producer”).

Host: ___________________ (“Host”), with its principal place of business at __________________________.

1. Parties. This Location Agreement is entered into as of DATE (the “Effective Date”) by and between Producer and Host. Producer and Host shall be referred to herein individually as a “Party” and collectively as the “Parties”.

2. Grant of Rights. Subject to the terms of this Agreement, Host grants to Producer for the Term specified in Section 4 below, the right to enter, occupy and use the premises owned and/or managed by Host, located at ADDRESS (the “Premises”) solely for the purpose of TYPE OF SHOOT (“Production Type”), to bring equipment, props, and/or temporary structures and sets onto the Premises, and to allow a total of NUMBER individuals associated with the Production onto the Premises. Producer shall take possession of the Premises in its "as-is" condition and Producer acknowledges that except as expressly set forth herein, Host has not made any representations or warranties with respect to the Premises, the condition thereof, or the suitability of its use for Producer's purposes.

3. Use. Subject to the terms of this Agreement, Producer shall be entitled to use the Premises solely for the purpose of photographing, filming and/or recording the Production. Producer shall not use the address, name or any sign or logo of the Premises nor the name of Host or Host’s family without the prior written consent of Host. No children, animals or guests are allowed on the Premises unless they are directly connected with and necessary for the Production and, with respect to animals, Host consents in writing in advance. No stunt work or special effects shall be performed in or on the Premises at any time. Producer may use household electrical current provided household type lighting is used. Producer may not use any other utilities, including gas and water supplied via the Premises (collectively, "Host Utilities") absent prior written consent of Host. Without derogating from the foregoing, should Producer or its employees, agents, contractors or invitees (collectively, “Producer Parties”) use any Host Utilities, then Producer will reimburse Host for the cost of all such Utilities used by Producer Parties.

4.Access.

4.1. Producer's right to access and use the Premises for the Production as granted herein shall be for the prep, shoot, strike and hold dates and call times (collectively, the “Access Period”) specified in Exhibit A hereto. All set-up, take-down and clean up time required by Producer shall occur during such time. Should Producer fail to vacate the Premises in accordance with Section 13.2 below upon expiration of the Access Period, Producer shall be deemed to be in holdover of the Premises and Producer agrees to pay to Host, immediately upon request, an amount equal to one hundred and fifty percent (150%) of the Hourly Rate for each hour that any Producer Parties or trash, equipment, or other property of Producer Parties remain on the Premises. Nothing contained herein shall be construed as consent by Host to any such holding over and Host expressly reserves the right to require Producer to surrender possession of the Premises to Host upon expiration of the Access Period.

4.2. At any time within thirty (30) days following commencement of the Access Period, Producer may reenter the Premises on a mutually agreeable date and time for such periods as may be reasonably necessary to photograph, film and/or record retakes or added scenes, subject to availability of the Premises and Producer's payment in advance of additional amounts computed and payable pursuant to Section 5 below. Producer understands and accepts that Host has no control over weather conditions and once Host has made the Premises available to Producer, Host has fulfilled all obligations under this Agreement related to provision of the Premises and the fees agreed upon shall be deemed earned regardless of the weather conditions.

5. Payment.

5.1. In consideration of the grant of access to the Premises and other rights as set forth herein, Producer agrees to pay PRICE, as more specifically described in Exhibit A. Full payment is due to Giggster, Inc. (“Giggster”) immediately upon the full execution of this Agreement. Further, should Producer owe any additional amounts to Host under this Agreement (including, without limitation, any amounts due for Host Utilities or holdover fees), Producer shall make full payment to Giggster within thirty (30) days after written demand by Host or Giggster, except as may otherwise be expressly set forth in this Agreement. Producer agrees that in the event of any dispute regarding damages or overtime, Giggster has the right to charge Producer’s credit card or invoice Producer for damages or overtime provided, in Giggster’s reasonable discretion, sufficient evidence is furnished by Host.

6. Location Scout. The images displayed on the Giggster platform or otherwise furnished to Producer may not represent the Premises in its current state (for example, due to changes in furnishings, landscaping, maintenance, etc.). Accordingly, Producer is encouraged to visit the Premises prior to a booking pursuant to a written arrangement with Host. If Producer does not have a scout, one may be retained through Giggster. Producer agrees that Host and Giggster shall not be liable for any claims regarding the condition of the Premises in instances where the Premises were not scouted prior to booking.

7. Cancellation. The Parties agree to Giggster’s grace period and cancellation policy, which provides the following:
(i.) If, within 24 hours of confirmation of a booking (the “Grace Period”), Producer cancels the booking, Producer is entitled to receive a full refund of amounts paid for the booking; provided, however, the foregoing shall not apply if the booking is confirmed less than 48 hours prior to the first scheduled entry onto the Premises, in which event one hundred percent (100%) of the Location Fee will be due by Producer.

(ii). If Producer cancels after the Grace Period but more than 48 hours prior to the first scheduled entry onto the Premises, fifty percent (50%) of the Location Fee will be due by Producer.

(iii). If Producer cancels less than 48 hours prior to the first scheduled entry onto the Premises, one hundred percent (100%) of the Location Fee will be due by Producer.

(iv). For all bookings cancelled by Producer with the exception of bookings cancelled pursuant to Section 7(i) above, Host will be entitled to receive the Location Fee paid to Giggster less the Service Fees due Giggster.

8. Cancellation by Host. The cancellation by Host of a confirmed booking requires intensive logistical support and can impact the high standard of service by which Giggster’s marketplace operates. As such, any cancellation of a confirmed booking by Host must be made at least seven (7) calendar days prior to Producer’s shoot date. Producer acknowledges and agrees that any cancellation by Host is outside Giggster’s reasonable control and Giggster is not liable for any costs, expenses or damages incurred by Producer due to Host’s cancellation.

9. Other Cancellation. In certain circumstances, it may be necessary or desirable for Giggster to cancel a confirmed booking or to issue a refund to Producer for all or a portion of the amounts charged to Producer. This may be due to extenuating circumstances, an emergency or for other reasons deemed necessary by Giggster, in its sole discretion. Each party agrees that Giggster and the other party will not have any liability for any such cancellation made by Giggster.

10. Producer Obligations. Producer shall comply with all applicable laws, the Project Rules attached hereto as Exhibit B, and with any other rule or regulation reasonably specified by Host. Producer shall secure and maintain at all times during the Production all necessary film/still photo permits for the Production as required. Producer shall ensure all vehicles related to the Production are properly parked as per the requirements of the film/still photography permit. Host and Giggster shall not be liable for any losses Producer incurs due to Producer’s failure to obtain all necessary film/still permits.

11. Property Damage and Loss. Producer agrees to provide its own security, including after set dressing is complete. Host and Giggster are not liable for damage to or loss of any equipment, personal property, structures or sets brought onto the Premises by Producer Parties except to the extent any such damage or loss is due to Host’s intentional or grossly negligent acts.

12. Protection and Restoration of Property.

12.1. Producer shall not make any alterations or improvements to the Premises without first obtaining the prior written consent of Host, which may be withheld by Host in its sole discretion. In addition, Producer shall not interfere with the use and operation of the remaining portions of the property by Host and other tenants or visitors to the property. Producer may not utilize any clamps, nails, hardware or any other item which would be attached to the Premises or may scratch, mark, deface or otherwise damage any portion of the Premises. Producer shall not alter or remove any fixtures from the Premises without the prior written consent of Host. Producer will install layout board/mats and other protective floor coverings under all equipment used in the Production, in areas where hair styling or makeup are performed, in areas designated by Host, and in areas of heavy foot traffic.

12.2. Immediately upon expiration of the Access Period, Producer shall vacate, quit and surrender possession of the Premises to Host in as good order and condition as when received (reasonable wear and tear excepted) and shall remove or cause to be removed from the Premises all trash, equipment, and other property of Producer Parties. In addition, Producer shall promptly clean at its expense all areas of the Premises used by Producer Parties. A reasonable cleaning fee will be deducted from the Security Deposit if the Premises are not cleaned to Host's satisfaction, which satisfaction shall not be unreasonably withheld. Producer shall promptly repair damage to the Premises caused by the conduct of Producer Parties. Host has the right to select all contractors required to make all necessary repairs at reasonable costs, provided Producer is first given a reasonable opportunity to make repairs, but is unable or unwilling to make such repairs itself within a reasonable period of time. Any repairs made by Producer must be performed to the reasonable satisfaction of Host. If, within fourteen (14) days of Host’s presentation of the receipts or estimates for repairs, Producer does not complete the repairs itself or reimburse Host for repairs undertaken by others at Host’s direction, Giggster may charge Producer’s credit card for such repairs and/or Host has the right to file a claim with Producer’s insurance carrier in addition to all other rights and remedies Host and Giggster each have at law or in equity. If Producer fails to timely comply with its obligations under this Section, Host may do so, in which event Producer shall reimburse Host for its costs plus an administrative fee of five percent (5%). Producer shall be liable for all costs, including reasonable attorneys’ fees, that Host and Giggster each incur in collecting fees and other amounts due from Producer. The parties agree that Giggster shall not have any liability for any damages to the Premises or for overtime claims. The failure by Host to present receipts or estimates to Producer within (10) business days of the expiration of the Access Period or completion of the Production, whichever is later, will result in Host waiving all rights to claim damages as a result of the Production.

12.3. Producer and Host must be present at the completion of the Production for a final walkthrough of the Premises and to sign off on the Site Rep Report. If Producer or Host cannot be present at completion of the Production, they must appoint a representative to be present who has authority to sign the Site Rep Report on the respective party’s behalf. If Producer or Producer’s representative does not sign off on the Site Rep Report, charges assessed Producer for damages, overtime, overages and/or number of persons on the Production will be at the sole discretion of Giggster. If the final day of Production doesn’t end until after sundown, Host reserves the right to request an exterior walkthrough the following business day during daytime hours.

13. Insurance. At Producer's sole cost and expense (including, without limitation with respect to any deductible under such policies), Producer shall procure and maintain at all times during the Access Period, insurance that fully covers the risks and indemnity obligations assumed by Producer under this Agreement, including (i) comprehensive Commercial General Liability and Property Damage insurance with a combined single limit for bodily injury and property damage of not less than two million dollars ($2,000,000.00) per occurrence, naming Giggster, Host, Host's property manager, the property owner (if different from Host), and each of the foregoing party’s respective officers, directors, agents and employees as additional insureds, (ii) Automobile Liability insurance for owned, leased, non-owned and/or hired automobiles with a combined single limit of one million dollars ($1,000,000) covering bodily injury liability and property damage liability, including liability arising from the use of employee vehicles, and (iii) Workers’ Compensation insurance as required under applicable law, and (iv) All Risk Property insurance (also known as "open perils" or "special perils" insurance) in an amount equal to the full replacement cost of all of Producer Parties' personal property when in transit and while at the Premises. In addition, Producer's property damage insurance shall contain a waiver of subrogation. The foregoing policies of insurance may not be changed or cancelled by Producer without at least thirty (30) days’ prior written notice to Host and Giggster. Immediately following execution of this Agreement and prior to any entry onto the Premises, Producer shall provide Host with certificates of insurance evidencing Producer's insurance in accordance with the foregoing. Giggster’s failure to request or receive such certificate(s) of insurance shall not in any way obligate Giggster hereunder or otherwise render Giggster liable for the acts of Producer. Producer agrees that it will not make any claim against or seek to recover from Host or its authorized representatives for any loss or damage to property of the type covered by the insurance required to be carried by Producer herein. Host is advised to obtain appropriate insurance to protect against loss and liability.

14. Mutual Representations and Warranties. Each Party represents and warrants that as of the Effective Date and continuing for the duration of this Agreement (i) it has full capacity, right and authority to enter into this Agreement and grant all of the rights granted herein including, in the case of Host, the right for Producer to use and access the Premises; (ii) it is in compliance with all applicable laws, rules and regulations related to its performance of this Agreement; and (iii) its entry into this Agreement and performance of its obligations hereunder does not breach any of its obligations to any third party, or breach any contract, agreement or order by which it is bound. Further, each Party represents and warrants that prior to the start of the Production, each Party will have secured any and all permits required of them by state or local governments and that no other person or entity is required to consent or give permission in order to effectuate the purposes of this Agreement.

15. Producer’s Indemnification; Release. Producer shall defend, indemnify, and hold harmless Host and Giggster, and their respective officers, directors, employees, agents, property managers, and contractors and Host's members, partners, submembers, and subpartners (collectively, the "Host Indemnified Parties") from and against any and all claims, damages, costs, liabilities, losses, and expenses (including, without limitation, reasonable attorneys' fees and costs) (collectively, "Losses") arising from, related to or in connection with (i) Producer’s breach of this Agreement, (ii) the use of and/or access to the Premises or surrounding property (the “Property”), as well as any of Producer’s activities, whether or not authorized, that occur on the Premises or Property, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such use or access, or (iii) Producer’s breach of any laws, regulations or third party rights in connection with this Agreement. All persons who enter the Premises or Property on behalf of Producer shall assume all risks in connection with any defects in the condition of the Premises and Property. Producer hereby assumes all risk of damage to property or injury to persons in or about the Premises or Property from any cause, and Producer hereby waives all Losses in respect thereof against Host and Giggster, except for and to the extent any Losses are both (a) caused by the gross negligence or willful misconduct of Host or Giggster, or their respective employees, agents, property managers, or contractors, and (b) not insured or required to be insured by Producer under this Agreement. Producer, on behalf of itself and all Producer Parties, hereby releases any and all claims that Producer or Producer Parties may have against Host Indemnified Parties for injury to Producer Parties or equipment on the Premises arising from, related to or in connection with the Production or the exercise of any right associated with this Agreement. Host shall defend, indemnify, and hold Producer harmless from and against any and all Losses that both (I) arise from the gross negligence or willful misconduct of Host or Host's employees, agents, property managers, or contractors, and (II) are not insured or required to be insured by Producer under this Agreement (but in no event shall the Host Indemnified Parties be liable to Producer hereunder for any lost profits, loss of business or other special, punitive or consequential damages).

16. Host’s Indemnification; Release. Host agrees to defend, indemnify and hold harmless Producer and Giggster, and their respective officers, directors, employees, and agents (collectively, the “Producer Indemnified Parties”) from and against any and all Losses arising from, related to or in connection with (i) Host’s breach of this Agreement, (ii) the failure by Host to timely report to applicable taxing authorities all payments made to Host in connection herewith, and/or Host’s failure to timely pay any amount owing therein to the applicable taxing authorities, and (iii) Host’s breach of any laws, regulations or third party rights in connection with this Agreement. Host hereby releases any and all present and future claims for libel, defamation, or invasion of privacy or publicity that Host may have against Producer Indemnified Parties and/or Giggster Indemnified Parties resulting from the Production or the exercise of any right associated with this Agreement.

17. Producer and Host Acknowledgements. Each Party acknowledges and agrees that:

(i) as the provider of the Giggster platform, Giggster does not own, create, offer, rent, sell, provide, control, manage or otherwise provide the Premises;

(ii) Host is solely responsible for the Premises and the listing for same;

(iii) when Producer and Host enter into a booking, they are entering into a contract directly with each other;

(iv) Giggster is not and does not become a party to or other participant in any contractual relationship between Producer and Host, nor is Giggster a real estate broker or insurer;

(v) Giggster is not acting as an agent in any capacity for Producer or Host;

(vi) while Giggster may help facilitate the resolution of disputes, Giggster has no control over and does not guarantee (a) the existence, quality, safety, suitability or legality of any listings, (b) the truth or accuracy of any listing descriptions or reviews, or (c) the performance or conduct of Host, Producer or any third party;

(vii) Giggster does not endorse, certify or guarantee any listing;

(viii) each Party is advised to exercise due diligence and care when deciding whether to book the Premises or accept a booking request from Producer; and

(ix) TO THE MAXIMUM EXTENT PERMITTED BY LAW, GIGGSTER WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF GOODWILL, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING FROM, RELATED TO OR IN CONNECTION WITH THE PREMISES, THE PRODUCTION, THE PARTIES’ RELATIONSHIP OR THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GIGGSTER HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. WITHOUT DEROGATING FROM THE FOREGOING, IN NO EVENT WILL GIGGSTER’S AGGREGATE LIABILITY ARISING FROM, RELATED TO OR IN CONNECTION WITH THE PREMISES, THE PRODUCTION, THE PARTIES’ RELATIONSHIP OR THIS AGREEMENT EXCEED (A) WITH RESPECT TO CLAIMS BY PRODUCER, THE AMOUNTS PAID OR PAYABLE BY PRODUCER FOR ALL BOOKINGS WITH GIGGSTER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR (B) WITH RESPECT TO CLAIMS BY HOST, THE AMOUNTS PAID BY GIGGSTER TO HOST DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

18. Rights. Producer, its successors and assigns shall be and remain the sole owner of all still photography, motion pictures, sound recordings and parts thereof which depict the Premises and Producer shall have all rights, without limitation, perpetually and irrevocably in all media throughout the universe to use and reuse said photography, motion pictures, and sound recordings as Producer shall elect. Subject to the terms of this Agreement, Producer shall have the right to use such still photography or motion pictures, sets or locations so as to represent that the Premises or any portion thereof includes, is connected with, or is a part or portion of, other property or sets, real or simulated. Host hereby acknowledges that Host has no interest of any kind or nature whatsoever in such still photography, motion pictures, or sound recordings, made or taken by Producer on or of the Premises, and Host agrees that Producer shall have all worldwide rights in perpetuity therein. Under no circumstance shall any Producer Party, or successor or assignee of Producer identify or depict any images identifying the actual name of the Premises or Host, nor shall Producer photograph any employees or other invitees of Host or Giggster without first obtaining their prior written consent. Moreover, nothing contained herein shall entitle the Producer to use the name, trademark, service mark, or any other proprietary interest of Host or Giggster in connection with Producer’s use of the Premises or otherwise.
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​19. Motion Photography Recording. Motion Photography Recording and/or “B-roll” of any type whatsoever is strictly prohibited if the Production Type specified in Section 2 is still photography. No additional photography other than for use in the Production as specified in Section 2 above is permitted. In the event Producer violates the foregoing provision(s), Producer shall pay Host $2,000 per each photographic incident, for each incident of filming, recording or videography (i.e. 8 Roll, videotaped interview, etc.) that is filmed or recorded at the Premises. B-roll crew should consist of no more than 3 people total. If any recording or photographic equipment other than for use in the Production is brought onto the Premises with the intention of filming or recording, Producer must pay Host the full Hourly Rate of HOURLY RATE in addition to other amounts due hereunder. If any unauthorized footage is taken and is used in any other project, Producer is obligated to pay Host the full Hourly Rate of HOURLY RATE per airing in any medium (television, commercials, films, websites, webcasts, etc.).

​20. Waiver of Injunctive Relief. Host acknowledges and agrees that during Producer's actual occupancy and use of the Premises for the Production under this Agreement, Host shall have all equitable injunctive relief rights against Producer to prevent or stop the actual use of the Premises by Producer in breach of this Agreement; provided however, following the use of the Premises by Producer during the Access Period (and during any holdover period, if any), Host’s sole remedy for breach of this Agreement by Producer shall be an action at law for money damages. Notwithstanding anything in the foregoing to the contrary, Host acknowledges and agrees that Host shall neither seek, nor be entitled to, rescission or any form of equitable or injunctive relief with respect to the development, production, exhibition, distribution, advertising, promotion or other exploitation (collectively, “Exploitation”) of the Production, and in no event shall Host be permitted to prevent, restrain or otherwise impair the Exploitation of the Production, or any other rights granted herein with respect to the Production itself, provided Host reserves the right to seek an injunction to enjoin the Exploitation of any footage taken at the Premises in breach of this Agreement. Notwithstanding the foregoing, should Producer fail to vacate the Premises following the Access Period, Host may seek to enjoin Producer's continued use of the Premises.

​21. COVID-19 Protocols, Acknowledgements, and Release. Producer Parties shall comply with the following (collectively, the "Covid Protocols"):

(i) Access to and use of the Premises and Property shall comply with all applicable laws with respect to COVID-19.

(ii) No person will enter the Premises or Property if such person, or anyone in such person’s household, is currently ill, has a fever, or has recently shown any symptoms of COVID-19;

(iii) At the request of Host or Giggster, temperature checks may be performed on all individuals prior to entering the Premises or Property;

(iv) Face masks shall be worn in accordance with applicable federal, state and local laws (except for persons on-screen during the Production) and if appropriate or necessary, all persons entering the Premises and Property shall practice social distancing while on-site (except for on-screen talent during the Production);

(v) In lieu of providing individual daily attestations of health for all cast and crew, upon request by Host or Giggster, Producer shall provide a representative responsible and accountable in providing a COVID-19 daily attestation of health with respect to its cast and crew with the understanding that the information contained is accurate to the best of their knowledge. It is incumbent on such representative to promptly inform Host and/or Giggster (subject to applicable law) if any cast or crew are diagnosed with COVID-19.

(vi) With respect to any interior areas of the building used in the Production, Producer shall conduct a disinfection thereof that meets CDC-approved protocols of such areas upon completion of the Production.

Producer hereby acknowledges and represents as follows:

a.Producer is aware of the COVID-19 pandemic and any associated Safer at Home/Shelter in Place Orders (and any other similar federal, state or local orders) that have been enacted in response to the pandemic.

b.Producer voluntarily assumes all risks associated with entering the Premises and Property and all risks associated with the transmission of COVID-19.

c.There are no guarantees that Producer or its representatives will not be exposed to and/or contract COVID-19 as a result of Producer's and its representatives' entry onto the Premises or Property.
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In consideration of Host granting Producer the right to enter upon the Premises pursuant to the terms and provisions of this Agreement, Producer hereby waives, covenants not to sue, releases and discharges forever the Host Indemnified Parties from all Claims of any form whatsoever, whether known or unknown, foreseen or unforeseen, anticipated or unanticipated, manifest or latent, which Producer now owns or holds, has at any time heretofore owned or held or may at any time own or hold by reason of any matter or thing arising out of or relating to any COVID-19 exposure as a result of Producer 's entry onto the Premises or Property. Additionally, Producer shall defend, indemnify and hold the Host Indemnified Parties harmless from and against any and all claims, liens, actual losses and actual damages, and against all out-of-pocket costs and expenses (including, without limitation, reasonable outside attorneys’ fees and expenses) of whatever kind or nature, arising in whole or in part from or in connection with any claim related to COVID-19 arising out of any activity upon the Premises or Property by Producer or Producer's agents, employees, contractor, Producers or invitees pursuant to (or in violation of) this Agreement.
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​22. Miscellaneous.

22.1. Notices. Unless otherwise stated herein, any notices hereunder shall be in writing and be delivered to the address first set forth above by hand, mail, or email to the Party’s authorized representative at the designated address, and shall be deemed given upon (i) delivery if by hand, (ii) three (3) business days after mailing if by certified or registered first class postal mail, return receipt requested, or (iii) confirmation of transmission in the case of email. Either Party may change its address for receipt of notice by delivering written notice of such change pursuant to this Section.

22.2. Force Majeure. Any prevention, delay or stoppage due to strikes, labor disputes, acts of God, civil commotions, fire or other casualty, actual or threatened public health emergency (including, without limitation, epidemic, pandemic, famine, disease, plague, quarantine, and other significant public health risk), governmental actions, orders, declarations or restrictions (including (i) any states of emergency and quarantines imposed by a governmental entity or agency, and (ii) any government imposed shelter-in-place orders, stay at home orders and/or restrictions on travel related thereto that preclude Producer, or Host, their agents, contractors or employees from accessing the Premises, as applicable), and other causes beyond the reasonable control of the Party obligated to perform, except with respect to payment obligations hereunder (collectively, the "Force Majeure"), shall excuse the performance of such Party for a period equal to any such prevention, delay or stoppage and, therefore, if this Agreement specifies a time period for performance of an obligation of either Party, that time period shall be extended by the period of any delay in such Party's performance caused by a Force Majeure.

22.3. Giggster Terms of Service; Privacy Policy. By entering into this Agreement, Producer and Host agree to comply with and be legally bound by the Terms of Service and Privacy Policy located on the Giggster website at Giggster.com, whether or not Producer or Host become registered users of the Giggster services.

22.4. Assignment. Neither this Agreement, nor any rights or obligations hereunder, may be assigned or otherwise transferred by either Party without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed. Any attempted assignment by a Party in violation of this Section will be void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of each Party hereto and its respective successors and assigns.

22.5. Relationship. The Parties hereto are independent contractors. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of the other or Giggster or to bind the other or Giggster to any contract, agreement, or undertaking with any third party. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the Parties. Giggster is not and shall not be deemed a member of Producer or Host and has no obligations or liabilities to Producer or Host except as may be expressly set forth in any other agreement between Host and Giggster or between Producer and Giggster. Neither party shall, under any circumstances, be responsible for providing or paying any employment benefits (including, but not limited to, unemployment, disability, insurance or medical) to or on behalf of the other party or any of its personnel. Giggster is not and shall not be deemed a member of Producer and has no obligations or liabilities to Producer or Host other than as expressly set forth in this Agreement or pursuant to any express agreement between Host and Giggster or any express agreement between Producer and Giggster.

22.6. Governing Law. This Agreement will be governed by the laws of the state of California without regard to its conflicts of laws principles.

22.7. Arbitration. Notwithstanding any other provision in this Agreement, and except as otherwise set forth in this Section, if either Producer or Host has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, arising from, related to or in connection with the Premises, the Production, the parties’ relationship or this Agreement, including any claim regarding the applicability, interpretation, enforceability, scope, validity or formation of this arbitration clause and/or this Agreement (each of the foregoing, a “Legal Claim”) that cannot be resolved directly between Producer and Host, then such Legal Claim will be settled by individual (not class or class-wide), confidential, binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with the then-current Commercial Arbitration Rules and Mediation Procedures of the AAA (the “AAA Rules”), including any expedited procedures. Notwithstanding the foregoing, the parties each retain the right to bring an individual action in small claims court if the Legal Claim meets the small claims court’s jurisdictional limits. If the small claims court option is chosen, the party pursuing the claim must contact the small claims court directly.

To initiate an arbitration proceeding, an arbitration claim must be submitted by the claimant (the “Claimant”) to the AAA, and a written Demand for Arbitration must be provided to the other party (the “Opposing Party”), pursuant to the AAA Rules. Arbitration hearings will be held in Los Angeles, California or any other location that is mutually agreed upon by the parties. A single arbitrator will be mutually selected by the parties and shall be (i) a practicing attorney licensed to practice law in California or a retired judge; and (ii) selected from the arbitrators on the AAA’s roster of commercial dispute arbitrators who have a background in finance, technology, entertainment, and/or online commerce law (or if there are no such arbitrators, then from the arbitrators on the AAA’s roster of commercial dispute arbitrators) (collectively, the “Arbitrator Requirements”). If the parties cannot mutually agree upon an arbitrator within ten (10) days of the Opposing Party’s receipt of the Demand for Arbitration from the Claimant, then the AAA shall appoint a single arbitrator that satisfies the Arbitrator Requirements. The arbitrator will follow the law and will give effect to any applicable statutes of limitation. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including reasonable attorneys’ fees and expert witness fees. The award rendered by the arbitrator shall be final and binding upon the parties. A judgment on the award may be entered and enforced in any court of competent jurisdiction.

Producer and Host acknowledge and agree that this Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act (Title 9 of the United States Code) shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this Agreement. PRODUCER AND HOST FURTHER ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT EACH PARTY IS WAIVING ITS RIGHT TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT IT IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS AGREEMENT.

22.8. Construction; Waiver. The section and paragraph headings used in this Agreement are for convenience only and shall not be used in interpreting or construing this Agreement. This Agreement shall be interpreted as having been drafted together by each of the Parties and duly reviewed by each Party with the assistance of its respective legal counsel. Failure by a Party to enforce any right, remedy, or provision hereof will not be deemed a waiver of the same or any future enforcement of that or any other right, remedy, or provision, unless (and only to the extent) that such waiver is in writing and signed by a duly authorized representative of the Party.

22.9. Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be illegal, invalid, or unenforceable for any reason, then such provision will be enforced to the maximum extent permissible under the circumstances so as to effectuate the original intent of the Parties with respect to such provision, and the remaining provisions of this Agreement will be unaffected thereby and will continue to remain in full force and effect.

22.10. Entire Agreement. This Agreement contains the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or understandings (whether oral, written, implied, or otherwise) between the Parties with respect to such subject matter. No covenants, agreements, representations, or warranties of any kind whatsoever have been made by Producer or Host except as specifically set forth in this Agreement. No modification, addendum, or amendment to this Agreement will be effective unless the same is in writing and signed by duly authorized representatives of both Parties.

22.11. Additional Terms. Certain areas of the Premises (and the right to access or use certain areas of the Premises) may have different terms and conditions, standards, guidelines, or policies posted. If there is a conflict between the terms of this Agreement and terms and conditions posted at the Premises, the latter terms and conditions will take precedence with respect to your use of or access to the Premises.

22.12. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which will be deemed a single agreement.

EXHIBIT A

SHOOT DETAILS & FEES

1The starting time occurs when the first person or vehicle (whichever is earliest) associated with the Production enters the Premises. The ending time occurs when the last person or vehicle (whichever is latest) associated with the Production has left the Premises for the day. Unless expressly agreed in writing in advance by Host, any use or access of the Premises outside of the Call Times set forth above will be subject to the Hourly Overtime Rate as described above for each hour or increment thereof that exceeds the Call Times.

2Producer shall be charged and agrees to pay $CREW FEE per person for the number of persons by which the stated Crew/Talent Size is exceeded.
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​EXHIBIT B

PROJECT RULES

LOCATION AGREEMENT (Events)

PLEASE READ THESE TERMS AND CONDITIONS VERY CAREFULLY

THIS LOCATION AGREEMENT (“AGREEMENT”) CONSTITUTES A BINDING AGREEMENT BETWEEN RENTER AND HOST. BY CLICKING “SEND REQUEST”, “I AGREE” OR OTHERWISE INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN. IF YOU ARE AN INDIVIDUAL ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF SAID ENTITY AND BIND THE ENTITY TO THE TERMS AND CONDITIONS CONTAINED HEREIN, IN WHICH EVENT, THE TERM(S) "RENTER" OR “HOST” WILL REFER TO SUCH ENTITY(IES), AS APPLICABLE. IF YOU DO NOT ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN OR ARE NOT AUTHORIZED TO ACT FOR THE ENTITY ON WHOSE BEHALF YOU’RE ENTERING THIS AGREEMENT, DO NOT CLICK “SEND REQUEST”, “I AGREE” OR OTHERWISE INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT.

IMPORTANT NOTICE: THESE TERMS AND CONDITIONS CONTAIN A BINDING ARBITRATION PROVISION AND WAIVER OF JURY TRIALS AND CLASS ACTIONS GOVERNING DISPUTES ARISING FROM, RELATED TO OR IN CONNECTION WITH THE PREMISES, THE EVENT, THE PARTIES’ RELATIONSHIP AND/OR THIS AGREEMENT. IT AFFECTS YOUR AND YOUR USERS’ LEGAL RIGHTS AS DETAILED IN THE MANDATORY ARBITRATION AND WAIVER OF CLASS ACTION SECTION BELOW. PLEASE READ CAREFULLY.

Event Type: ________________ (hereinafter, the “Event”).

Renter: ___________________ (“Renter”).

Host: ___________________ (“Host”), with its address at __________________________.

1. Parties. This Location Agreement is entered into as of DATE (the “Effective Date”) by and between Renter and Host. Renter and Host shall be referred to herein individually as a “Party” and collectively as the “Parties”.
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2. Grant of Rights. Subject to the terms of this Agreement, Host grants to Renter for the Term specified in Section 4 below, the right to enter, occupy and use the premises owned and/or managed by Host, located at ADDRESS (the “Premises”) solely for purposes of the Event, to allow a maximum number of individuals onto the Premises for the Event as set forth in Exhibit A, and, subject to Host’s prior written consent, to bring equipment, props, and/or temporary structures and sets onto the Premises. Renter shall take possession of the Premises in its "as-is" condition and Renter acknowledges that except as expressly set forth herein, neither Host nor any other party has made any representations or warranties with respect to the Premises, the condition thereof, or the suitability of its use for Renter's purposes.
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3. Use. Subject to the terms of this Agreement, Renter shall be entitled to use the Premises solely for the purpose of holding the Event, including photographing, filming and/or recording the Event for non-commercial purposes. Renter shall not use the address, name or any sign or logo of the Premises nor the name of Host or Host’s family without the prior written consent of Host. Minors are allowed on the Premises solely subject to adult supervision. No animals are allowed on the Premises without the express prior written approval of Host, and may be subject to an additional fee. No stunt work or special effects shall be performed in or on the Premises at any time. Renter may use household electrical current provided household type lighting is used.
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4. Access. Renter's right to access and use the Premises for the Event as granted herein shall be solely on the date(s) and during the times specified in Exhibit A hereto (the “Access Period”), during which period Renter may set up and prepare the Event, hold the Event, and clean the Premises following the Event. All set-up, take-down and clean up time required by Renter shall occur during such time. Should Renter and/or its employees, agents, contractors and/or invitees (collectively, “Renter Parties”) fail to vacate the Premises in accordance with Section 11.2 below upon expiration of the Access Period, Renter shall be deemed to be in holdover of the Premises and Renter agrees to pay to Host, immediately upon request, a holdover fee equal to one hundred fifty percent (150%) of the Hourly Rate for each hour or portion thereof that any Renter Parties or trash, equipment, or other property of Renter Parties remain on the Premises. Nothing contained herein shall be construed as consent by Host to any such holding over and Host expressly reserves the right to require Renter to surrender possession of the Premises to Host upon expiration of the Access Period.
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5. Payment. In consideration of the grant of access to the Premises and other rights as set forth herein, Renter agrees to pay PRICE, as more specifically described in Exhibit A. Full payment is due to Giggster, Inc. (“Giggster”) immediately upon the full execution of this Agreement. Further, should Renter owe any additional amounts to Host under this Agreement (including, without limitation, any holdover fees), Renter shall make full payment to Giggster within thirty (30) days after written demand by Host or Giggster, except as may otherwise be expressly set forth in this Agreement. Renter agrees that in the event of any dispute regarding damages or overtime, Giggster has the right to charge Renter’s credit card or invoice Renter for damages or overtime provided, in Giggster’s reasonable discretion, sufficient evidence is furnished by Host.
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6. Premises Scout. The images displayed on the Giggster platform or otherwise furnished to Renter may not represent the Premises in its current state (for example, due to changes in furnishings, landscaping, maintenance, etc.). Accordingly, Renter is encouraged to visit the Premises prior to a booking pursuant to a written arrangement with Host. Renter agrees that Host and Giggster shall not be liable for any claims regarding the condition of the Premises in instances where the Premises were not scouted prior to booking.
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7. Cancellation. The Parties agree to Giggster’s grace period and cancellation policy as follows:

(i.) If, within 24 hours of confirmation of a booking (the “Grace Period”), Renter cancels the booking, Renter is entitled to receive a full refund of amounts paid for the booking; provided, however, the foregoing shall not apply if the booking is confirmed less than 48 hours prior to the first scheduled entry onto the Premises, in which event one hundred percent (100%) of the Location Fee will be due by Renter.

(ii.) If Renter cancels after the Grace Period but more than 48 hours prior to the first scheduled entry onto the Premises, fifty percent (50%) of the Location Fee will be due by Renter.

(iii). If Renter cancels less than 48 hours prior to the first scheduled entry onto the Premises, one hundred percent (100%) of the Location Fee will be due by Renter.

(iv). For all bookings cancelled by Renter with the exception of bookings cancelled pursuant to Section 7(i) above, Host will be entitled to receive the Location Fee paid to Giggster less the Service Fees due Giggster.
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8. Cancellation by Host. The cancellation by Host of a confirmed booking requires intensive logistical support and can impact the high standard of service by which Giggster’s marketplace operates. As such, any cancellation of a confirmed booking by Host must be made at least seven (7) calendar days prior to the Event. Renter acknowledges and agrees that any cancellation by Host is outside Giggster’s reasonable control and Giggster is not liable for any costs, expenses or damages incurred by Renter due to Host’s cancellation.
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9. Other Cancellation. In certain circumstances, it may be necessary or desirable for Giggster to cancel a confirmed booking or to issue a refund to Renter for all or a portion of the amounts charged to Renter. This may be due to extenuating circumstances, an emergency or for other reasons deemed necessary by Giggster, in its sole discretion. Each party agrees that Giggster and the other party will not have any liability for any such cancellation made by Giggster.
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10. Renter Obligations. Renter shall comply with all applicable laws, the Event Rules attached hereto as Exhibit B, and with any other rule or regulation reasonably specified by Host. Renter shall ensure all vehicles associated with the Event, including those of Renter’s guests, are properly parked.
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11. Protection and Restoration of Property.

11.1. Renter shall not make any alterations or improvements to the Premises without first obtaining the prior written consent of Host, which may be withheld by Host in its sole discretion. In addition, Renter shall not interfere with the use and operation of the remaining portions of the property by Host and other tenants or visitors to the property. Renter may not utilize any clamps, nails, hardware or any other item which would be attached to the Premises or may scratch, mark, deface or otherwise damage any portion of the Premises. Renter shall not alter or remove any fixtures from the Premises without the prior written consent of Host.

11.2. Immediately upon expiration of the Access Period, Renter shall vacate, quit and surrender possession of the Premises to Host in as good order and condition as when received (reasonable wear and tear excepted) and shall remove or cause to be removed from the Premises all trash, equipment, and other property of Renter Parties. In addition, Renter shall promptly clean at its expense all areas of the Premises used by Renter Parties. Should the Premises sustain any damage caused in whole or part by the conduct of Renter Parties, Host has the right to select all contractors required to make all necessary repairs at reasonable costs. Host shall obtain at least two (2) estimates from independent contractors within fourteen (14) days of the (i) expiration of the Access Period, (ii) completion of the Event, or (iii) full removal of Renter’s trash, equipment, and other property, whichever is later. Host shall provide such estimates and clear, time-stamped photo/video proof of the damages to Renter for review, approval, and payment to Host. If, within fourteen (14) days of Host’s presentation of the estimates for repairs, Renter does not compensate Host in full for the required repairs, Giggster may charge Renter’s credit card for such repairs, in addition to all other rights and remedies Host and Giggster each have at law or in equity. Renter shall be liable for all costs, including reasonable attorneys’ fees, that Host and Giggster each incur in collecting fees and other amounts due from Renter. The parties agree that Giggster shall not have any liability for any damages to the Premises or for overtime claims. The failure by Host to present receipts or estimates to Renter pursuant to the above will result in Host waiving all rights to claim damages as a result of the Event.

11.3. Renter and Host must be present at the completion of the Event for a final walkthrough of the Premises and to sign off on the Walkthrough Report. If Renter or Host cannot be present at completion of the Event, they must appoint a representative to be present who has authority to sign the Walkthrough Report on the respective party’s behalf. If Renter or Renter’s representative does not sign off on the Walkthrough Report, charges assessed Renter for damages, overtime, overages and/or number of persons on the Event will be at the sole discretion of Giggster. If the final day of the Event doesn’t end until after sundown, Host reserves the right to request an exterior walkthrough the following business day during daytime hours.
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12. Insurance. At Renter's sole cost and expense (including, without limitation with respect to any deductible under such policies), Renter shall procure and maintain at all times during the Access Period, insurance that fully covers the risks and indemnity obligations assumed by Renter under this Agreement, including (i) comprehensive General Liability and Property Damage insurance with a combined single limit for bodily injury and property damage of not less than two million dollars ($2,000,000.00) per occurrence, naming Giggster, Host, Host's property manager, the property owner (if different from Host), and each of the foregoing party’s respective officers, directors, agents and employees as additional insureds, (ii) Automobile Liability insurance for owned, leased, non-owned and/or hired automobiles with a combined single limit of one million dollars ($1,000,000) covering bodily injury liability and property damage liability. In addition, Renter's property damage insurance shall contain a waiver of subrogation. The foregoing policies of insurance may not be changed or cancelled by Renter without at least thirty (30) days’ prior written notice to Host and Giggster. Immediately following execution of this Agreement and prior to any entry onto the Premises, Renter shall provide Host with certificates of insurance evidencing Renter's insurance in accordance with the foregoing. Host’s failure to receive or request such certificate(s) of insurance shall not in any way obligate Host or Giggster hereunder or otherwise render Host or Giggster liable for the acts of Renter. Renter agrees that it will not make any claim against or seek to recover from Host or its authorized representatives for any loss or damage to property of the type covered by the insurance required to be carried by Renter herein. Host is advised to obtain appropriate insurance to protect against loss and liability.
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13. Mutual Representations and Warranties. Each Party represents and warrants that as of the Effective Date and continuing for the duration of this Agreement (i) it has full capacity, right and authority to enter into this Agreement and grant all of the rights granted herein including, in the case of Host, the right for Renter to use and access the Premises; (ii) it is in compliance with all applicable laws, rules and regulations related to its performance of this Agreement; and (iii) its entry into this Agreement and performance of its obligations hereunder does not breach any of its obligations to any third party, or breach any contract, agreement or order by which it is bound. Further, each Party represents and warrants that prior to the start of the Event, each Party will have secured any and all permits required of them by state or local governments and that no other person or entity is required to consent or give permission in order to effectuate the purposes of this Agreement.
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14. Renter’s Indemnification; Release. Renter shall defend, indemnify, and hold harmless Host and Giggster, and their respective officers, directors, employees, agents, property managers, and contractors and Host's members, partners, submembers, and subpartners (collectively, the "Host Indemnified Parties") from and against any and all claims, damages, costs, liabilities, losses, and expenses (including, without limitation, reasonable attorneys' fees and costs) (collectively, "Losses") arising from or related to (i) Renter’s breach of this Agreement, (ii) the use of and/or access to the Premises or surrounding property (the “Property”), as well as any of Renter’s activities, whether or not authorized, that occur on the Premises or Property, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such use or access, and (iii) Renter’s breach of any laws, regulations or third party rights in connection with this Agreement. All persons who enter the Premises or Property on behalf of Renter shall assume all risks in connection with any defects in the condition of the Premises and Property. Renter hereby assumes all risk of damage to property or injury to persons in or about the Premises or Property from any cause, and Renter hereby waives all Losses in respect thereof against Host and Giggster, except for and to the extent any Losses are both (a) caused by the gross negligence or willful misconduct of Host or Giggster, or their respective employees, agents, property managers, or contractors, and (b) not insured or required to be insured by Renter under this Agreement. Renter, on behalf of itself and all Renter Parties, hereby releases any and all claims that Renter or Renter Parties may have against Host Indemnified Parties for injury to Renter Parties or equipment on the Premises arising from, related to or in connection with the Event or the exercise of any right associated with this Agreement.
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15. Host’s Indemnification; Release. Host agrees to defend, indemnify and hold harmless Renter and Giggster, and their respective officers, directors, employees, and agents (collectively, the “Renter Indemnified Parties”) from and against any and all Losses arising from or related to (i) Host’s breach of this Agreement, (ii) the failure by Host to timely report to applicable taxing authorities all payments made to Host in connection herewith, and/or Host’s failure to timely pay any amount owing therein to the applicable taxing authorities, (iii) Host’s breach of any laws, regulations or third party rights in connection with this Agreement, and (iv) claims that both (a) arise from the gross negligence or willful misconduct of Host or Host's employees, agents, property managers, or contractors, and (b) are not insured or required to be insured by Renter under this Agreement. Host hereby releases any and all present and future claims for libel, defamation, or invasion of privacy or publicity that Host may have against Renter Indemnified Parties resulting from the Event or the exercise of any right associated with this Agreement.
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16. Renter and Host Acknowledgements. Each Party acknowledges and agrees that:

(i) as the provider of the Giggster platform, Giggster does not own, create, offer, rent, sell, provide, control, manage or otherwise provide the Premises;

(ii) As between Host and Giggster, Host is solely responsible for the Premises and the listing for same;

(iii) when Renter and Host enter into a booking, they are entering into a contract directly with each other;

(iv) Giggster is not and does not become a party to or other participant in any contractual relationship between Renter and Host, nor is Giggster a real estate broker or insurer;

(v) Giggster is not acting as an agent in any capacity for Renter or Host;

(vi) while Giggster may help facilitate the resolution of disputes, Giggster has no control over and does not endorse, certify or guarantee (a) the existence, quality, safety, suitability or legality of any listings, (b) the truth or accuracy of any listing descriptions or reviews, or (c) the performance or conduct of Renter, Host, or any third party;

(vii) each Party is advised to exercise due diligence and care when deciding whether to book the Premises or accept a booking request from Renter;

(viii) Host and Giggster have no control over weather conditions or exterior noise and will have no liability should either impact the Event; and

(ix) TO THE MAXIMUM EXTENT PERMITTED BY LAW, GIGGSTER WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF GOODWILL, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING FROM, RELATED TO OR IN CONNECTION WITH THE PREMISES, THE EVENT, THE PARTIES’ RELATIONSHIP OR THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GIGGSTER HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. WITHOUT DEROGATING FROM THE FOREGOING, IN NO EVENT WILL GIGGSTER’S AGGREGATE LIABILITY ARISING FROM, RELATED TO OR IN CONNECTION WITH THE PREMISES, THE EVENT, THE PARTIES’ RELATIONSHIP OR THIS AGREEMENT EXCEED (A) WITH RESPECT TO CLAIMS BY RENTER, THE AMOUNTS PAID OR PAYABLE BY RENTER FOR ALL BOOKINGS WITH GIGGSTER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR (B) WITH RESPECT TO CLAIMS BY HOST, THE AMOUNTS PAID BY GIGGSTER TO HOST DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
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17. COVID-19 Protocols, Acknowledgements, and Release. Renter agrees to and shall comply with the following (collectively, the "Covid Protocols"):

(i) Access to and use of the Premises and Property shall comply with all applicable laws with respect to COVID-19.

(ii) No person will enter the Premises or Property if such person, or anyone in such person’s household, is currently ill, has a fever, or has recently shown any symptoms of COVID-19;

(iii) At the request of Host or Giggster, temperature checks may be performed on all individuals prior to entering the Premises or Property;

(iv) Face masks shall be worn in accordance with applicable federal, state and local laws and if appropriate or necessary, all persons entering the Premises and Property shall practice social distancing while on-site;

(v) At the request of Host or Giggster, Renter shall provide a representative responsible and accountable in providing a COVID-19 daily attestation of health with respect to persons entering the Premises or Property with the understanding that the information contained is accurate to the best of the representative’s knowledge. It is incumbent on such representative to promptly inform Host and/or Giggster (subject to applicable law) if any such person is diagnosed with COVID-19; and

(vi) With respect to any interior areas of the building used in the Event, Renter shall conduct a disinfection thereof that meets CDC-approved protocols of such areas upon completion of the Event.

Renter hereby acknowledges and represents:

a) Renter is aware of the COVID-19 pandemic and any associated Safer at Home/Shelter in Place Orders (and any other similar federal, state or local orders) that have been enacted in response to the pandemic.

b) Renter, on behalf of itself and the Renter Parties, voluntarily assumes all risks associated with entering the Premises and Property and all risks associated with the transmission of COVID-19.

c) There are no guarantees that Renter or the Renter Parties will not be exposed to and/or contract COVID-19 as a result of such parties’ entry onto the Premises or Property.

In consideration of Host granting Renter the right to enter upon the Premises pursuant to the terms of this Agreement, Renter, on behalf of itself and the Renter Parties, hereby waives, covenants not to sue, releases and discharges forever the Host Indemnified Parties from any and all Losses of any form whatsoever, whether known or unknown, foreseen or unforeseen, anticipated or unanticipated, manifest or latent, which Renter and/or the Renter Parties now has, has at any time heretofore had or may at any time have by reason of any matter or thing arising out of or relating to any COVID-19 exposure as a result of Renter and/or the Renter Parties’ entry onto the Premises or Property. Additionally, Renter shall defend, indemnify and hold the Host Indemnified Parties harmless from and against any and all Losses of whatever kind or nature, arising in whole or in part from or in connection with any claim related to COVID-19 arising out of any activity upon the Premises or Property by Renter or Renter's agents, employees, contractor, Renters or invitees pursuant to (or in violation of) this Agreement.
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18. Miscellaneous.

18.1. Notices. Unless otherwise stated herein, any notices hereunder shall be in writing and be delivered to the address first set forth above by hand, mail, or email to the Party’s authorized representative at the designated address, and shall be deemed given upon (i) delivery if by hand, (ii) three (3) business days after mailing if by certified or registered first class postal mail, return receipt requested, or (iii) confirmation of transmission in the case of email. Either Party may change its address for receipt of notice by delivering written notice of such change pursuant to this Section.

18.2. Force Majeure. Any prevention, delay or stoppage due to strikes, labor disputes, acts of God, civil commotions, fire or other casualty, actual or threatened public health emergency (including, without limitation, epidemic, pandemic, famine, disease, plague, quarantine, and other significant public health risk), governmental actions, orders, declarations or restrictions (including (i) any states of emergency and quarantines imposed by a governmental entity or agency, and (ii) any government imposed shelter-in-place orders, stay at home orders and/or restrictions on travel related thereto that preclude Renter or Host, or their contractors or employees from accessing the Premises, as applicable), and other causes beyond the reasonable control of the Party obligated to perform, except with respect to payment obligations hereunder (collectively, the "Force Majeure"), shall excuse the performance of such Party for a period equal to any such prevention, delay or stoppage and, therefore, if this Agreement specifies a time period for performance of an obligation of either Party, that time period shall be extended by the period of any delay in such Party's performance caused by a Force Majeure.

18.3. Giggster Terms of Service; Privacy Policy. By entering into this Agreement, Renter and Host agree to comply with and be legally bound by the Terms of Service and Privacy Policy located on the Giggster website at Giggster.com, whether or not Renter or Host become registered users of the Giggster services.

18.4. Assignment. Neither this Agreement, nor any rights or obligations hereunder, may be assigned or otherwise transferred by either Party without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed. Any attempted assignment by a Party in violation of this Section will be void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of each Party hereto and its respective successors and assigns.

18.5. Governing Law. This Agreement will be governed by the laws of the state of California without regard to its conflicts of laws principles.

18.6. Arbitration. Notwithstanding any other provision in this Agreement, and except as otherwise set forth in this Section, if either Renter or Host has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, arising from, related to or in connection with the Premises, the Event, the parties’ relationship or this Agreement, including any claim regarding the applicability, interpretation, enforceability, scope, validity or formation of this arbitration clause and/or this Agreement (each of the foregoing, a “Legal Claim”) that cannot be resolved directly between Renter and Host, then such Legal Claim will be settled by individual (not class or class-wide), confidential, binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with the then-current Commercial Arbitration Rules and Mediation Procedures of the AAA (the “AAA Rules”), including any expedited procedures. Notwithstanding the foregoing, the parties each retain the right to bring an individual action in small claims court if the Legal Claim meets the small claims court’s jurisdictional limits. If the small claims court option is chosen, the party pursuing the claim must contact the small claims court directly.

To initiate an arbitration proceeding, an arbitration claim must be submitted by the claimant (the “Claimant”) to the AAA, and a written Demand for Arbitration must be provided to the other party (the “Opposing Party”), pursuant to the AAA Rules. Arbitration hearings will be held in Los Angeles, California or any other location that is mutually agreed upon by the parties. A single arbitrator will be mutually selected by the parties and shall be (i) a practicing attorney licensed to practice law in California or a retired judge; and (ii) selected from the arbitrators on the AAA’s roster of commercial dispute arbitrators who have a background in finance, technology, entertainment, and/or online commerce law (or if there are no such arbitrators, then from the arbitrators on the AAA’s roster of commercial dispute arbitrators) (collectively, the “Arbitrator Requirements”). If the parties cannot mutually agree upon an arbitrator within ten (10) days of the Opposing Party’s receipt of the Demand for Arbitration from the Claimant, then the AAA shall appoint a single arbitrator that satisfies the Arbitrator Requirements. The arbitrator will follow the law and will give effect to any applicable statutes of limitation. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including reasonable attorneys’ fees and expert witness fees. The award rendered by the arbitrator shall be final and binding upon the parties. A judgment on the award may be entered and enforced in any court of competent jurisdiction.

Renter and Host acknowledge and agree that this Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act (Title 9 of the United States Code) shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this Agreement. RENTER AND HOST FURTHER ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT EACH PARTY IS WAIVING ITS RIGHT TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT IT IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS AGREEMENT.

18.7. Construction; Waiver. The section and paragraph headings used in this Agreement are for convenience only and shall not be used in interpreting or construing this Agreement. This Agreement shall be interpreted as having been drafted together by each of the Parties and duly reviewed by each Party with the assistance of its respective legal counsel. Failure by a Party to enforce any right, remedy, or provision hereof will not be deemed a waiver of the same or any future enforcement of that or any other right, remedy, or provision, unless (and only to the extent) that such waiver is in writing and signed by a duly authorized representative of the Party.

18.8. Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be illegal, invalid, or unenforceable for any reason, then such provision will be enforced to the maximum extent permissible under the circumstances so as to effectuate the original intent of the Parties with respect to such provision, and the remaining provisions of this Agreement will be unaffected thereby and will continue to remain in full force and effect.

18.9. Entire Agreement. This Agreement contains the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or understandings (whether oral, written, implied, or otherwise) between the Parties with respect to such subject matter. In the event of a conflict between the terms of this Agreement and the Terms of Service and Privacy Policy, the terms of this Agreement will prevail. No covenants, agreements, representations, or warranties of any kind whatsoever have been made by Renter or Host except as specifically set forth in this Agreement. No modification, addendum, or amendment to this Agreement will be effective unless the same is in writing and signed by duly authorized representatives of both Parties.

18.10. Additional Terms. Certain areas of the Premises (and the right to access or use certain areas of the Premises) may have different terms and conditions, standards, guidelines, or policies posted. If there is a conflict between the terms of this Agreement and terms and conditions posted at the Premises, the latter terms and conditions will take precedence with respect to your use of or access to the Premises.

18.11. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which will be deemed a single agreement.

EXHIBIT A

EVENT DETAILS & FEES

1The starting time occurs when the first person or vehicle (whichever is earliest) associated with the Event enters the Premises. The ending time occurs when the last person or vehicle (whichever is latest) associated with the Event has left the Premises for the day. Unless expressly agreed in writing in advance by Host, any use or access of the Premises outside of the Call Times set forth above will be subject to the Hourly Overtime Rate as described above for each hour or increment thereof that exceeds the Call Times.

2Renter shall be charged and agrees to pay $CREW FEE per person for the number of persons by which the stated number of permitted individuals is exceeded.
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EXHIBIT B

EVENT RULES