SERVICE AGREEMENT
This Service Agreement (the "Agreement") is made and entered into as of this __ day of ______________, 20__, (the "Effective Date") by and between:
Party Train USA
Aeolipile LLC
202 E HWY 38
Hartford, SD 57033
(hereinafter referred to as "Service Provider" or "Party Train USA")
AND
Client Company:________________________________________
Client Address:_________________________________________
Client Contact Person:___________________________________
Client Contact Person Email:______________________________
Client Contact Person Phone Number:______________________
(hereinafter referred to as "Client")
WHEREAS, Service Provider is in the business of providing trackless train rental services, including the operation of said trains, for various events;
WHEREAS, Client desires to engage Service Provider to provide trackless train services for an event, and Service Provider is willing to provide such services, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:
1. Definitions
"Services": Refers to the provision and operation of the trackless train(s) by Party Train USA, including transportation, setup, operation by trained personnel, and breakdown, as detailed in Section 3.
"Event": Refers to the specific occasion or gathering for which the Services are being provided, as detailed in Section 4.
"Train": Refers to the trackless train unit(s) provided by Party Train USA.
"Operator": Refers to the trained employee(s) of Party Train USA responsible for operating the Train during the Event.
2. Engagement of Services
Client hereby engages Party Train USA to provide the Services, and Party Train USA hereby agrees to provide the Services, in accordance with the terms and conditions of this Agreement.
3. Scope of Services
Party Train USA agrees to provide the following Services for the Event:
a. Provision of Trackless Train(s): One (1) trackless train unit, consisting of one (1) locomotive and 4 passenger cars, capable of seating approximately 2 adults or 4 children per car.
b. Transportation: Transport of the Train to and from the Event location in an enclosed trailer.
c. Setup and Breakdown: Professional setup of the Train prior to the Event start time and breakdown after the Event end time.
d. Operation: Operation of the Train by one (1) qualified and trained Operator(s) for the duration specified in Section 4. Party Train USA's Operator(s) shall be the sole individuals permitted to operate the Train.
e. Maintenance: Routine operational maintenance of the Train during the Event to ensure safe and continuous operation, subject to reasonable breaks and unforeseen issues.
Exclusions: The Services do not include:
The sale of tickets or direct charging of fees to individual riders by Party Train USA. Client acknowledges that all rides provided by Party Train USA under this Agreement are free of charge to Event patrons, with compensation solely provided by Client as per Section 5.
Provision of crowd control, queue management, or security for the Event or train riders.
Obtaining any permits, licenses, or approvals required for the Event itself (e.g., city permits for public gatherings), which are the sole responsibility of the Client.
Decorations for the Train, unless explicitly agreed upon in writing as an addendum to this Agreement.
4. Event Details
The Services shall be provided at the following Event:
Event Name: [Name of Event]
Event Date(s): [Start Date] to [End Date]
Event Location: [Full Address of Event Venue, including City, State, Zip Code]
Train Operation Time: [Start Time] to [End Time] (e.g., 10:00 AM - 2:00 PM)
Total Operation Hours: [Number] hours
Setup Time: [Time] (e.g., 8:00 AM)
Breakdown Time: Immediately following end of operation.
5. Fees and Payment Terms
a. Service Fee: Client agrees to pay Party Train USA a total fee of $[Amount] for the Services (the "Service Fee").
b. Full Payment Due: The entire Service Fee of $[Amount] is due no later than 7 days prior to the Event Date (i.e., by [Date]). No deposit is required.
c. Payment Method: Payments shall be made by [e.g., check, bank transfer, credit card].
d. Late Payment: Any payments not received by the due date will incur a late fee of 10% per month on the outstanding balance, compounded monthly. Party Train USA reserves the right to suspend or cancel Services if payment is not received as per the agreed terms. e. Overtime: If Client requests operation beyond the agreed "Train Operation Time" in Section 4, and Party Train USA agrees to provide such extended service, Client shall be billed at an overtime rate of $250 per hour, billed in [e.g., 15-minute] increments. Overtime charges must be paid immediately following the Event or as otherwise agreed in writing.
6. Cancellation and Rescheduling Policy
a. Client Cancellation:
* If Client cancels the Event and Services more than 24 hours prior to the scheduled "Train Operation Time" on the Event Date, Client shall receive a full refund of the Service Fee.
* If Client cancels the Event and Services within 24 hours of the scheduled "Train Operation Time" on the Event Date, Client shall receive no refund, and the full Service Fee shall remain due and payable.
* All cancellations must be made in writing (email or postal mail) to Party Train USA.
b. Party Train USA Cancellation: In the unlikely event that Party Train USA must cancel the Services due to unforeseen circumstances (e.g., severe equipment malfunction, operator incapacitation), Party Train USA will notify Client as soon as reasonably possible. In such a case, Party Train USA's liability shall be limited to a full refund of any payments made by Client for the Services, or, at Client's option, a credit for a future rescheduled event, subject to availability. Party Train USA shall not be liable for any other damages or losses incurred by Client due to such cancellation.
c. Rescheduling: If Client requests to reschedule the Services, Party Train USA will attempt to accommodate the request, subject to availability and any additional costs incurred (e.g., new transportation fees). A rescheduling fee of $50 may apply if the request is made less than 7 days prior to the original Event Date.
7. Site Requirements and Access
a. Operating Area: Client shall provide a safe, clear, flat, and level operating surface for the Train. The operating area must be free of significant inclines, soft ground (e.g., mud, deep grass that impedes rolling), large obstacles, or any other conditions that Party Train USA, in its sole discretion, deems unsafe or unsuitable for operation. The minimum clear path width required is [Specify Width, e.g., 10 feet], and a turning radius of [Specify Radius, e.g., 25 feet] must be accommodated.
b. Access: Client shall ensure clear and unobstructed access for Party Train USA's truck and enclosed trailer to the setup area at the Event location. This includes providing adequate parking space (approximately [Specify Length, e.g., 60 feet] in length for truck and trailer combined) and any necessary parking passes or instructions at least 24 hours prior to the Event.
c. Unsuitable Conditions: If, upon arrival, Party Train USA determines that the operating area or access is unsafe or unsuitable, Party Train USA reserves the right to refuse to operate the Train. In such an event, no refunds will be issued, and the full Service Fee shall remain due and payable.
d. Weather: Client assumes all weather-related risks. Party Train USA is not responsible for any results from high wind, heavy rain, snow, hail, flooding, extreme cold or heat, or any other adverse weather conditions that may prevent or limit operation. No refunds will be issued due to weather conditions. Party Train USA reserves the right to suspend or cease operation if weather conditions become unsafe for the Train, Operator, or patrons, as determined by Party Train USA in its sole discretion.
8. Operation and Safety
a. Sole Operator: Only trained and authorized Operators provided by Party Train USA are permitted to operate the Train. Client shall not allow any other person to operate or interfere with the operation of the Train.
b. Client's Responsibility for Safety: Client is solely responsible for ensuring the safety of Event patrons in and around the operating area of the Train, including crowd control, managing queues, and ensuring patrons follow all safety instructions provided by the Operator.
c. Right to Suspend Operation: Party Train USA reserves the right to suspend or cease operation of the Train at any time if, in its sole discretion, the Operator determines that conditions are unsafe, or that patrons are behaving in a manner that jeopardizes their safety, the safety of the Operator, or the integrity of the Train. No refunds will be issued for time lost due to such suspensions.
d. Emergency Procedures: Client agrees to cooperate fully with Party Train USA's Operator in the event of an emergency or equipment malfunction, including assisting with evacuation if necessary.
9. Representations and Warranties
a. Service Provider Warranties: Party Train USA represents and warrants that it has the necessary expertise, equipment, and personnel to perform the Services in a professional and workmanlike manner.
b. Client Warranties: Client represents and warrants that it has the full power and authority to enter into and perform its obligations under this Agreement.
10. Indemnification
Client agrees to indemnify, defend, and hold harmless Party Train USA, its officers, directors, employees, agents, and affiliates (collectively, "Indemnified Parties") from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:
a. Any breach of this Agreement by Client.
b. Any negligence or willful misconduct of Client, its employees, agents, contractors, or Event patrons.
c. Any injury to persons (including Event patrons) or damage to property occurring at the Event, except to the extent directly caused by the gross negligence or willful misconduct of Party Train USA's Operator or equipment failure proven to be a direct result of Party Train USA's negligence.
d. Any claims arising from Client's failure to obtain necessary permits, licenses, or approvals for the Event.
11. Limitation of Liability
IN NO EVENT SHALL PARTY TRAIN USA BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF PARTY TRAIN USA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
PARTY TRAIN USA'S TOTAL CUMULATIVE LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL SERVICE FEE PAID BY CLIENT TO PARTY TRAIN USA UNDER THIS AGREEMENT.
12. Insurance
a. Party Train USA's Insurance: Party Train USA maintains Commercial General Liability insurance with coverage limits of not less than $[Amount, e.g., 1,000,000] per occurrence and $[Amount, e.g., 2,000,000] aggregate. Party Train USA will provide a Certificate of Insurance (COI) upon request.
b. Client's Insurance: Client shall obtain and maintain, at its sole expense, Commercial General Liability insurance for the Event with coverage limits of not less than $[Amount, e.g., 1,000,000] per occurrence and $[Amount, e.g., 2,000,000] aggregate. Client shall name Party Train USA as an "Additional Insured" on its Commercial General Liability policy for the duration of the Event. Client shall provide Party Train USA with a Certificate of Insurance (COI) evidencing such coverage and additional insured status no less than [Number] days prior to the Event Date. Failure to provide such COI may result in cancellation of Services without refund.
13. Force Majeure
Neither Party Train USA nor Client shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by circumstances beyond its reasonable control, including, but not limited to, acts of God (e.g., severe weather, natural disasters), war, terrorism, civil unrest, strikes, labor disputes, government regulations, epidemics, pandemics, or national emergencies (a "Force Majeure Event"). The party affected by a Force Majeure Event shall promptly notify the other party and use commercially reasonable efforts to mitigate the impact of the event. If a Force Majeure Event prevents performance for more than [Number] days, either party may terminate this Agreement upon written notice, and any non-expended fees paid by Client shall be refunded.
14. Damage to Equipment
Client shall be responsible for any damage to the Train or other equipment belonging to Party Train USA that occurs during the Event and is caused by the negligence or willful misconduct of Client, its employees, agents, contractors, or Event patrons. Client agrees to reimburse Party Train USA for the cost of repair or replacement of such damaged equipment.
15. Confidentiality
Both parties agree to keep confidential any proprietary or sensitive information disclosed by the other party during the course of this Agreement. This obligation shall survive the termination of this Agreement.
16. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State, e.g., South Dakota], without regard to its conflict of laws principles.
17. Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall first be submitted to good faith negotiations between the parties. If the dispute cannot be resolved through negotiation within 90 days, the parties agree to pursue [e.g., non-binding mediation in South Dakota] with a mutually agreed-upon mediator. If mediation is unsuccessful, the parties agree that any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in Minnehaha County, South Dakota, and the parties hereby consent to the personal jurisdiction and venue therein.
18. Entire Agreement
This Agreement constitutes the entire agreement between Party Train USA and Client with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
19. Amendments
No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Party Train USA and Client.
20. Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
21. Waiver
The failure of either party to enforce any right or provision of this Agreement shall not be deemed a waiver of such right or provision.
22. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original for all purposes.
IN WITNESS WHEREOF, the parties have executed this Service Agreement as of the Effective Date first written above.
PARTY TRAIN USA
Signature: ________________________________
Name: Brian Roehrich
Title: Party Train USA, Owner
Date: ________________________________
CLIENT
Signature: ________________________________
Name: ________________________________
Title:________________________________
Date: ________________________________