Cay Equipment Rental Agreement This Rental Agreement (this "Agreement"), dated as of (the "Effective Date"), is entered into by and between CAY EQUIPMENT INC. an incorporation incorporated under the laws of Ontario ("Service Provider"), and ("Customer"). 1. Equipment. Service Provider shall provide to Customer the equipment (the "Equipment") for the date or dates as set out in Exhibit A. Service Provider shall provide the Equipment in accordance with the terms and subject to the conditions set forth in this Agreement. 2. Fees and Expenses. For the Equipment to be rented hereunder, Customer shall pay to Service Provider a fixed fee of Dollars ($ ) (the "Fee") $100 of which will be required at the time of booking and the remaining balance paid at time of equipment pick-up or delivery. All late payments shall bear interest at the lesser of the rate of five percent (5%) per annum or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall also reimburse Service Provider for all reasonable costs incurred in collecting any late payments, including, without limitation, legal fees. In addition to all other remedies available under this Agreement or at law (which Service Provider does not waive by the exercise of any rights hereunder), Service Provider shall be entitled to suspend the provision of any rented Equipment if Customer fails to pay any fees when due hereunder and such failure continues for seven (7) days following written notice thereof. 3. Damages. If any defects or any other significant imperfections (“Damage”) is found on the Equipment listed in Exhibit A upon pick-up by the Service Provider, the Customer acknowledges and is aware that they will be responsible to rectify the Damage and repair the product to the state it was in when provided to Customer. 4. Term. This Agreement shall commence as of the Effective Date and shall continue thereafter until the return of the rented Equipment unless sooner terminated pursuant to Section 4 (the "Term"). 5. Termination. No refund shall be provided if Customer terminates this Agreement less than forty-eight (48) hours before the Effective Date. The total deposit will be returned to Customer should the Customer need to terminate this Agreement at least forty-eight hours (48) prior to the Effective Date. 6. Limitation of Liability. In no event shall Service Provider be liable to Customer or to any third party for any loss of use, revenue, or profit, or for any consequential, incidental, indirect, exemplary, special, or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable and whether or not Service Provider has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose. In no event shall Service Provider's aggregate liability arising out of or related to this agreement, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed two (2) times the aggregate amounts paid or payable to Service Provider pursuant to this agreement. 7. Indemnification. The Customer shall defend, indemnify and hold harmless the Service Provider and its officers, directors, employees, agents, successors and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgements, interest, awards, penalties, fines, costs or expenses of whatever kind, arising out of or resulting from: (a) Bodily injury, death or any person, or damage to real or tangible personal property, resulting from the Customer’s acts or omissions while in possession of the Equipment; and (b) The Customer’s breach of any representation, warrant or obligation under this Agreement 8. Insurance. The Customer shall have and maintain in force the appropriate insurance for the equipment being rented as described in Exhibit A. 9. Representations and Warranties 9.1.The Customer represents and warrants that: (a) the Customer has the required skill, experience and qualifications to use the Equipment; 2 (b) the Customer shall operate the Equipment in a professional and workmanlike manner in accordance with industry standards, and in compliance with all applicable federal, provincial and municipal laws and regulations; and (c) the Customer has the required licenses to operate the Equipment. 10. Miscellaneous. Governing Law: This Agreement and all related documents, including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario. Entire Agreement: This Agreement contains the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous written or oral understandings, agreements, representations, and warranties with respect to such subject matter. Severability: The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Waiver: No waiver of any right, remedy, power, or privilege under this Agreement ("Right(s)") is effective unless contained in a writing signed by the party charged with such waiver. No failure to exercise, or delay in exercising, any Right operates as a waiver thereof. No single or partial exercise of any Right precludes any other or further exercise thereof or the exercise of any other Right. Cumulative Remedies: The Rights under this Agreement are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise; provided that the parties intend that the remedy set out in Section 6 (Limited Warranty) is Customer's exclusive remedy for the Service Provider's breach of the limited warranty set out in Section 6. Successors and Assigns: This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. Counterparts: This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. 3 11. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer to make payments to Service Provider hereunder), when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the impacted party's ("Impacted Party") [reasonable] control including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, tsunami, fire, earthquake, explosion; (c) epidemics, pandemics[, including the 2019 novel ,coronavirus pandemic (COVID-19). The Impacted Party shall give notice within fourteen (14) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of thirty (30) consecutive days following written notice given by it under this Section 9, the other party may thereafter terminate this Agreement upon seven (7) days' written notice. 4 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date by their respective officers thereunto duly authorized.
