THIS DOCUMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
THESE TERMS AND CONDITIONS TAKE EFFECT WHEN YOU CLICK THE “ORDER NOW FOR A FEE” BUTTON (THE “EFFECTIVE DATE”), PURSUANT TO WHICH YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS RENTAL AGREEMENT AND, IF ENTERING INTO THIS RENTAL AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THESE TERMS. THESE TERMS MAY ONLY BE WAIVED OR MODIFIED IN A WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF KRUU.
These Rental Terms and Conditions (together with any documents, policies, etc. referenced herein, these “Terms”) shall govern the rental of products, which may include, without limitation, the photo box shown on kruu.com (the “Site”), consisting of a high resolution camera, a touch screen, a studio light, and a photo printer (collectively, the “Products”), and purchase of certain additional services from KRUU US Inc., a Delaware corporation (“KRUU”), or one of its affiliates through the Site. You (“Customer”) and KRUU are sometimes hereinafter referred to collectively as, the “Parties” and severally as, a “Party.”
Order Placement & Acceptance.
- To place an order, each Customer must:
- first, complete an availability inquiry on the Site by selecting Customer’s desired rental date (the “Rental Date”), state in which the event will take place, and providing Customer’s e-mail address;
- then, provided the desired Rental Date is available, determine whether to purchase additional optional services, including, but not limited to, additional days to be added to the Rental Term (as defined herein) and Product protection to cover damages to the Products during the event;
- next, provide the necessary contact information, including, Customer’s first and last name, mobile phone number, e-mail address, delivery address, and, if different from the delivery address, billing address (collectively, “Contact Data”); and
- finally, select the desired payment method and provide the corresponding information necessary to complete and submit the order for processing (Sections 1.1(a)-1.1(d), collectively referred to herein as, the “Order”).
- Customer agrees that its Order is an offer to rent, under these Terms, the Products and services listed in the Order. All Orders must be accepted by KRUU or KRUU will not be obligated to rent the Products to Customer. KRUU may choose not to accept an Order in KRUU’s sole discretion.
- Acceptance of Customer’s Order and the formation of the rental agreement (together, with these Terms, the “Rental Agreement”) between KRUU and Customer shall not take place unless and until Customer has submitted its Order in accordance with Sections 1.1(a)-1.1(d) above, and KRUU has successfully processed the Order.
- Upon formation of the Rental Agreement, at latest with the chosen event date, Customer shall be provided with complimentary access to the KRUU mobile app (the “App”), pursuant to which Customer can, among other things, access the customer portal, view invoice(s), view Customer’s picture gallery and share other images from the event, and inquire into future reservations. KRUU shall provide Customer access to its picture gallery via the App within a reasonable period of time after the Products have been returned to KRUU by the Transportation Company (as defined herein).
Rental Fees. The rental fees for the Products (the “Rental Fees”) shall be posted on the Site and are exclusive of transportation and insurance costs, duties, and all taxes, including, but not limited to, federal, state, provincial and local sales, excise, value added, goods and services taxes and any other taxes. All such taxes and charges will be itemized in Customer’s cart during the Order confirmation process, as well as in Customer’s Order confirmation email; provided that such taxes and charges are subject to change based on Customer’s Contact Data. For the avoidance of doubt, Customer will not owe any security deposit.
Payment. Terms of payment are within KRUU’s sole discretion and payment must be received prior to the commencement of the Rental Term (as defined herein). Customer acknowledges that KRUU will not be obligated to deliver the Products unless and until Customer pays all amounts due and owing to KRUU, including, without limitation, the Rental Fees. KRUU offers Customer a number of payment methods that can be found on the Site at: Payment. Customer represents and warrants that: (a) any credit card information supplied to KRUU is true, correct and complete; (b) Customer is duly authorized to use such credit card for the rental; (c) charges incurred by Customer will be honored by Customer’s credit card company; and (d) Customer will pay charges incurred by it, including all applicable taxes, if any.
Delivery; Risk of Loss.
- KRUU will arrange for shipment of the Products to Customer at the delivery address specified by Customer during the Order confirmation process or in the customer portal (the “Rental Location”) one (1) to three (3) business days prior to the Rental Date. Selection of the carrier (the “Transportation Company”) shall be made by KRUU.
- Risk of loss (but not title) shall pass to Customer upon KRUU’s delivery of the Products to the Transportation Company. Customer acknowledges that the delivery date provided by KRUU is an estimate only and KRUU shall not be liable for delays in delivery or for failure to perform due to causes beyond the reasonable control of KRUU nor shall the Transportation Company be deemed an agent of KRUU. If the Transportation Company is unable to deliver the Products to Customer at the Rental Location due to causes beyond the reasonable control of KRUU and/or the Transportation Company, then Customer shall: (a) remain obligated to pay the Rental Fee; and (b) be responsible for any return shipping and handling costs and/or costs of a new delivery.
- Products will be deemed to have been accepted by Customer upon delivery by the Transportation Company to Customer at the Rental Location. At the time of delivery, KRUU shall provide Customer with detailed instructions regarding the assembly and disassembly of the Products, which Customer shall comply with in all respects.
- Customer shall arrange for the Transportation Company to take delivery of the Products no later than the first business day after the Rental Date (the “Return Period”) whether by (a) returning the Products to the Transportation Company or (b) arranging for the Transportation Company to take delivery of the Products from the Rental Location. Any failure by Customer to arrange for the return of the Products to KRUU in accordance with this Section 5.2 or use of the Products by Customer beyond the expiration of the Rental Term shall constitute a breach of these Terms and shall entitle KRUU to demand payment from Customer in the amount of Seventy-Five and 00/100 Dollars ($75.00) for each day that Customer is in violation of this Section 5.2.
- KRUU shall be responsible for return shipping costs and expenses; provided, however, that all shipping costs and expenses incurred in connection with a return shipment made after the expiration of the Return Period shall be the sole responsibility of Customer.
- Customer shall secure the Products against foreseeable transportation damage using the original packaging material provided by KRUU. Otherwise, Customer shall be responsible for any and all damages that result during transportation regardless of whether such damages were foreseeable.
- Customer shall cause any Products returned under these Terms to be in at least as good a condition as when delivered to Customer, ordinary wear and tear excepted and to be determined by KRUU in its sole discretion, complete with all parts, excluding paper photo booth accessories (“Props”), and in compliance with applicable law. Any repairs to the Products upon return to KRUU necessary to restore the Products to a condition as good as when such Products were delivered, and any replacement parts required due to the original parts being unfit for use or incurring damage beyond repair, shall be at Customer’s sole expense. Any repairs to any Products required on return because of damage to such Products while in Customer’s possession, or as provided in Section 5.4 above, shall be at Customer’s sole expense.
- The rental period shall begin when Customer takes delivery of the Products and shall end on the first business day after the Rental Date when Customer arranges for the Transportation Company to take delivery of the Products in accordance with Section 5.2 (the “Rental Term”). For the avoidance of doubt, Customer’s failure to timely return the Products to KRUU shall not be deemed to extend the Rental Term. These Terms are effective as of the Effective Date and continue until the Rental Term has expired, unless cancelled earlier in accordance with Section 7.
- KRUU shall have the right to cancel the Rental Agreement at any time, and for any reason, by providing prior written notice to Customer.
- Customer shall have the right to cancel the Rental Agreement at any time, and for any reason, until six (6) days prior to the Rental Date, provided that Customer shall provide prior written notice of its intent to cancel the Rental Agreement to KRUU. Notwithstanding the foregoing, any cancellation by Customer shall be subject to the following cancellation penalties, as applicable:
- Ten percent (10%) of the Rental Fee if Customer cancels the Rental Agreement at least twenty-eight (28) days before the Rental Date;
- Fifty percent (50%) of the Rental Fee if Customer cancels the Rental Agreement twenty-seven (27) days to fifteen (15) days before the Rental Date;
- Eighty percent (80%) of the Rental Fee if Customer cancels the Rental Agreement fourteen (14) days to seven (7) days before the Rental Date; or
- One hundred percent (100%) of the Rental Fee if Customer cancels the Rental Agreement within six (6) days before the Rental Date.
- If Customer cancels the Rental Agreement, then KRUU agrees to refund Customer the Rental Fee less the applicable cancellation penalties set forth in Section 7.2 above. Customer acknowledges that any refunds received hereunder shall exclusively be in the form of vouchers.
- Moreover, KRUU may, in KRUU’s sole discretion, grant Customer the right to postpone the reservation in lieu of cancellation; provided, however, that in such instance, Customer shall be subject to a cancellation penalty equal to ninety percent (90%) of the Rental Fee if Customer ultimately cancels such postponed reservation, regardless of when Customer decides to cancel.
Product Ownership. The Products are, and shall at all times be, the sole and exclusive property of KRUU. The Products are rented (and not sold) to Customer for use during the Rental Term as specified in the Order. All right, title and interest in the Products, including, without limitation, all patents, copyrights, trade secrets and other proprietary rights associated with the Products, shall at all times remain solely and exclusively the property of KRUU, whether or not specifically recognized or perfected under the laws of the jurisdictions in which the Products are used or rented (as the case may be). Customer shall have no right, title or interest in the Products except the quiet enjoyment and use thereof subject to the terms and conditions of this Rental Agreement. Customer shall keep the Products free and clear of all liens, encumbrances and charges of any nature. Customer shall not take any action that jeopardizes KRUU’s rights, including intellectual property rights, or acquire any right in the Products. Except as may be specifically provided elsewhere in these Terms, no license under any patents, copyrights, trademarks, trade secrets, or any other intellectual property rights are granted by KRUU to Customer.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KRUU SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS RENTAL AGREEMENT OR THE USE OF THE PRODUCTS OR SERVICES, HOWEVER SUCH DAMAGES ARISE AND/OR WHETHER SUCH DAMAGES ARE CLAIMED IN TORT, CONTRACT OR OTHER ACTION, EVEN IF KRUU HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL KRUU BE LIABLE FOR (A) ANY DAMAGES THAT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE PRODUCTS OR SERVICES WITHIN THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE ACTION WHICH GAVE RISE TO THE CLAIM FOR SUCH DAMAGES.
Exclusion of Warranties. EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS, KRUU MAKES NO WARRANTY WHATSOEVER, WHETHER WRITTEN, ORAL, STATUTORY, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KRUU SPECIFICALLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AGAINST INTERFERENCE OR NON-INFRINGEMENT.
KRUU’s Duties. KRUU shall provide Customer with exclusive use of the Products for the Rental Term in exchange for the agreed Rental Fee. KRUU shall make reasonable efforts to provide for timely delivery of the Products to the Rental Location.
Customer Representations & Warranties. Customer represents and warrants for the benefit of KRUU that the statements contained in this Section 12 are true and correct as of the date hereof.
- If Customer is an entity, Customer is duly organized, validly existing, in good standing, and duly licensed and qualified to do business under all applicable laws; and
- Customer has full power and authority to enter into this Rental Agreement, carry out its obligations hereunder, and consummate the transactions contemplated hereby.
Customer Covenants. Customer agrees that it shall comply with the following covenants:
- Customer shall comply with all applicable laws;
- Customer shall use the Products in a good and careful manner, and solely for the purpose for which they were designed and not for any other purpose. Customer shall comply in all respects with all of the assembly, maintenance and operating instructions provided by KRUU. Customer shall ensure that its guests (“Guests”) operate the Products in accordance with such instructions; and
- Customer is renting the Products for its own use and shall not sublease the use of the Products to any third party without the prior written consent of KRUU. For the avoidance of doubt, KRUU hereby consents the use of the Products by Guests at any event that serves as the basis for which Customer has rented the Products; provided that Customer shall be wholly and solely liable for actions taken by Guests which lead to any loss of, or damage to, the Products, even if such actions or inactions are due to the negligence or willful misconduct of Guests. If KRUU consents to Customer’s sublease of the Products in accordance with this Section 13.3, then Customer agrees:
- to bind any sub-customer to all provisions of these Terms;
- neither these Terms nor any sublease agreement between Customer and any sub-customer will create any contractual relationship between such sub-customer and KRUU, nor any liability of KRUU to any sub-customer; and
- Customer shall be wholly and solely liable for the action or inaction, regardless of whether such action or inaction is due to the negligence or willful misconduct of Customer’s sub-customer, of its sub-customers with respect to its use of the Products and shall indemnify KRUU in accordance with the indemnification clause provided in Section 17 below for any Losses (as defined below) arising in connection with such sublease.
Customer’s Use of the Products.
- Customer shall not remove the Products from the Rental Location other than for purposes of return shipping;
- Upon receipt of the Products, Customer shall inspect the Products within a reasonable period of time and, if Customer discovers any defect that Customer reasonably believes could render the Products unsuitable for their intended purpose, Customer shall immediately notify KRUU by phone at the phone number set forth on the Site: (833)659-4004, and refrain from, and prevent Guests from, further use of the Products;
- Customer shall take all actions necessary to protect the Products from damage, including, without limitation, the effects of adverse weather and climate conditions;
- Customer shall not remove or alter any markings, including, but not limited to, signs, numbers or inscriptions on the Products;
- Customer shall not alter, modify or attach any object to the Products without prior written consent of KRUU. If KRUU grants such written consent, Customer shall restore the Products to their original condition prior to the end of the Rental Term; and
- Customer covenants to use the Products in accordance with the following directives:
- the Products may only be used indoors, in wind- and weather-protected huts, tents, etc., or in comparable premises and/or shelters;
- the Products must not be exposed to direct sunlight;
- the operating temperature of the Products, in particular the printer, must be no less than fifty (50) degrees Fahrenheit (ten (10) degrees Celsius) and no more than one hundred four (104) degrees Fahrenheit (forty (40) degrees Celsius); and
- the humidity of the Rental Location must be between thirty percent (30%) and eighty percent (80%).
Acceptable Use. Customer shall use the Site and the App only for lawful purposes and in accordance with these Terms. Customer shall not use the Site or the App: in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries); for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; to transmit, or procure the sending of, any advertising or promotional material without KRUU’s prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation; to impersonate or attempt to impersonate KRUU, a KRUU employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing); or to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site or the App, or which, as determined by KRUU, may harm KRUU or users of the Site or the App, or expose them to liability. Additionally, Customer shall not: use the Site or the App in any manner that could disable, overburden, damage, or impair the Site or the App or interfere with any other party’s use of the Site or the App, including their ability to engage in real time activities through the Site or the App; use any robot, spider, or other automatic device, process, or means to access the Site or the App for any purpose, including monitoring or copying any of the material on the Site or the App; use any device, software, or routine that interferes with the proper working of the Site or the App; introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site or the App, the server on which the Site or the App is stored, or any server, computer, or database connected to the Site or the App; attack the Site or the App via a denial-of-service attack or a distributed denial-of-service attack; or otherwise attempt to interfere with the proper working of the Site or the App.
In addition to the foregoing, Customer will in no event cause or permit the recording, collection, use or storage of images of minors (under thirteen (13) years of age and, in California, under sixteen (16) years of age) with, on, or otherwise involving the Products for any reason without first obtaining parental or guardian consent of such minor, in accordance with applicable federal and state law, to do so. For the avoidance of doubt, Customer is solely responsible for obtaining and keeping records of such parental consent forms regardless of whether the Products will be used for the foregoing purposes by Customer or its Guests.
Customer warrants that it has actual authority to make the representations set forth in this Section 16 on behalf of itself and, where applicable, on behalf of its Guests, and shall indemnify KRUU in accordance with the indemnification clause provided in Section 17 below for any Losses relating to, arising out of, or in connection with Customer’s and/or its Guests’ use of the images in accordance with this Section 16.
Indemnity. Customer shall indemnify, defend and hold harmless KRUU, its affiliates, its and their successors and assigns, and its and their respective directors, officers, managers, members, employees, consultants, financial advisors, counsel, accountants, and other agents (collectively, “Indemnitees”) against any and all losses, injury, death, damages, liabilities, claims, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatsoever kind and nature, including attorneys’ fees and the cost of enforcing any right to indemnification under these Terms (collectively, “Losses”) relating to, arising out of, or in connection with the transactions contemplated by these Terms, including without limitation: (a) the rental, possession, maintenance, use, condition, repair, return, disposition, operation, storage, or transportation of the Products, any parts, or any modifications thereto (including, without limitation, latent and other defects, whether or not discoverable by KRUU or Customer); (b) any inaccuracy in or breach of any of the representations of Customer contained in these Terms; (c) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Customer pursuant to these Terms; (d) any assertion of the infringement of patent, trade secret, trademark, copyright, or other intellectual property rights of third parties; and (e) the actions or inactions of Guests or sub-customers, as applicable, regardless of whether such actions or inactions are due to the negligence or willful misconduct such Guests or sub-customers.
- Each Party shall deliver all notices, requests, consents, claims, demands, waivers and other communications under these Terms in writing and addressed to the other Party at either its e-mail address included on the Site, in the case of KRUU, or used to place the Order or included in the customer portal, in the case of Customer. Except as otherwise provided in these Terms, notice is effective only (a) on receipt by the receiving Party, and (b) if the Party giving the notice has complied with the requirements of this Section 18.1.
- The headings in these Terms are for reference only and shall not affect the interpretation of these Terms.
- If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability does not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
- These Terms constitute the sole and entire agreement of the Parties hereto with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
- No amendment, recission, termination, waiver, or discharge of these Terms is effective unless made in writing and signed by an authorized representative of each Party.
- All rights and remedies of KRUU provided in these Terms are cumulative and not exclusive, and the exercise by KRUU of any right or remedy does not preclude its exercise of any other rights or remedies that may now or subsequently be available to KRUU at law, in equity, by statute, in any other agreement between the Parties, or otherwise.
- Customer acknowledges that a breach or threatened breach by Customer of any of its obligations under these Terms could give rise to irreparable harm to KRUU for which money damages would not be an adequate remedy and hereby agrees that in the event of a breach or threatened breach by Customer of any of such obligations, KRUU will, in addition to any and all other rights and remedies that may be available to KRUU in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
- Customer may not assign any of its rights or delegate any of its obligations under these Terms. Any purported assignment or delegation in violation of this Section 18.8 is null and void.
- These Terms are binding on and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
- These Terms benefit solely the Parties and their respective successors and permitted assigns and nothing in these Terms, express or implied, confers on any other party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason hereof.
- These Terms, and all matters arising out of or relating hereto, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the State of Michigan, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Michigan. Any legal suit, action, or proceeding arising out of or relating to these Terms shall be instituted in the state or federal courts of the State of Michigan and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
- Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to these Terms, or any contemplated transaction, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than the United States District Court for the Eastern District of Michigan or, if such court does not have subject matter jurisdiction, the courts of the State of Michigan sitting in Oakland County, and any appellate court thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the United States District Court for the Eastern District of Michigan or, if such court does not have subject matter jurisdiction, the courts of the State of Michigan sitting in Oakland County. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
- EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THESE TERMS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION, PRECEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
- No Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms (except for any obligations of Customer to make payments to KRUU hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events: (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of these Terms; (f) national or regional emergency; and (g) other similar events beyond the reasonable control of the Impacted Party.