Equipment Lifecycle Management Rental Agreement
The customer set forth on the Statement of Work (the “Customer”) is requesting the following services from OSIbeyond L.L.C. The Customer understands and acknowledges that this Equipment Lifecycle Management Rental Agreement (“Equipment Rental Agreement”) is subject to, and governed by, the Master Service Agreement between the parties located here.
1. Equipment
During the Term of this Equipment Rental Agreement (as defined below), OSIbeyond agrees to lease the following equipment to the Customer for the fees set forth on the Schedule A attached to the Statement of Work (the “Equipment”).
2. Term
The term of this Equipment Rental Agreement is for 36 months (“Term”).
3. Monthly Fee
The monthly fees for the Equipment (“Fees”) are set forth on Schedule A to the Statement of Work and are not subject to increase during the Term. All Fees are payable on the 1st of each month during the Term.
4. Equipment Lease / Expiration
In consideration of OSIbeyond providing the Equipment at no upfront cost to the Customer, the Customer agrees to lease the Equipment from OSIbeyond for the full Term. Upon the expiration of the Term, the Customer agrees to return all of the Equipment to OSIbeyond within fourteen (14) calendar days of such expiration date. The Customer is responsible for all shipping costs and insurance to return the Equipment to OSIbeyond. If at such expiration of the Term, the Customer no longer has all of the Equipment in its possession to return to OSIbeyond, e.g., lost laptops etc. (the “Non-returnable Equipment”), then the Customer is liable for, and will pay OSIbeyond, the fair market value for the Non-returnable Equipment as determined by OSIbeyond in its sole discretion. Upon the expiration of the Term, in lieu of returning the Equipment to OSIbeyond, the Customer has the option to purchase the Equipment from OSIbeyond for the fair market value of the Equipment (“Equipment Value”) as determined by OSIbeyond in its sole discretion. Depending on the Customer’s choice, OSIbeyond will invoice the Customer for the Equipment Value and any Non-returnable Equipment on the Customer’s final bill.
5. Repair Agreement/Warranty
OSIbeyond agrees to repair or replace the Equipment, at its own discretion, during the Term. OSIbeyond’s limited repair or replace warranty does not cover batteries or physical damage to the equipment, caused by acts beyond OSIbeyond’s control, including but not limited to power surges, unauthorized changes, accidents, misuse, negligence, improper use, unintended use, transport or acts of God such as fires, floods or natural disasters. OSIBEYOND EXPRESSLY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING BY LAW, CUSTOM, CONDUCT, USAGE OR TRADE.
6. Breach
OSIbeyond has the right to terminate this Equipment Rental Agreement immediately if the Customer materially breaches the Equipment Rental Agreement and does not cure such breach upon ten (10) calendar days’ prior notice. If OSIbeyond terminates this Equipment Rental Agreement due to the Customer’s breach, including but not limited to non-payment of Fees, OSIbeyond has the right to accelerate and demand immediate payment of all Fees due under this Equipment Rental Agreement for the remainder of the Term. Upon such termination, the Customer has the option to retain the Equipment or return the Equipment to OSIbeyond. If the Customer chooses to retain the Equipment, then the Customer agrees to pay OSIbeyond the Equipment’s fair market value at the Termination Date (defined below) as determined by OSIbeyond in its sole discretion (the “Equipment Return Price”). OSIbeyond and the Customer agree that the Equipment Return Price is a fair estimate of the cost to compensate OSIbeyond for such early termination and is not a penalty. If the Customer decides to not keep the Equipment and not pay the Equipment Return Price, then the Customer agrees to return all of the Equipment to OSIbeyond within fourteen (14) calendar days of the Termination Date. The Customer is responsible for all shipping costs and insurance to return the Equipment to OSIbeyond. If at such Termination Date the Customer informs OSIbeyond that it has Non-returnable Equipment, then the Customer is liable for, and will pay OSIbeyond, the fair market value for the Non-returnable Equipment as determined by OSIbeyond in its sole discretion. For purposes of this Equipment Rental Agreement, the date that the Equipment Rental Agreement is terminated by OSIbeyond is the “Termination Date”.
7. Effects of Termination
Upon termination, the Customer agrees to pay OSIbeyond (a) all amounts then due and owing, including the Equipment Return Price and any sum for Non-returnable Equipment (or return all of the Equipment to OSIbeyond) and (b) OSIbeyond’s actual collection costs, including reasonable attorneys’ fees.
8. Miscellaneous
The Customer agrees to use the Equipment only for lawful purposes. This means that the Customer agrees not to use the Equipment for transmitting or receiving any communication or material of any kind when in the Customer’s sole judgment the transmission, receipt or possession of such communication or material (i) would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law or (ii) encourages conduct that would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law. The Customer understands and acknowledges that it is liable for any and all use of the Equipment by itself and by any other person making use of the Equipment and the Customer agrees to indemnify, defend and hold harmless OSIbeyond against any and all liability for any such use. If OSIbeyond, in its sole discretion, believes that the Customer has violated the above restrictions, OSIbeyond may forward the objectionable material, as well as any Customer communications with OSIbeyond and its personally identifiable information to the appropriate authorities for investigation and prosecution, and the Customer hereby expressly consents to such forwarding of its personally identifiable information.