Equipment Lease Agreement
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1. CPE. RIVR_Tech shall provide Customer with rental customer premises equipment and software license offerings (collectively, “CPE”) for use with Services pursuant to the terms set forth in the Agreement and this Equipment Lease Service Exhibit.
2. Delivery and Return. CPE will be delivered to Customer’s location as identified, in writing, by Customer. Delivery will be made either by F.O.B. origin, freight paid by Customer, or personal delivery by RIVR_Tech. CPE will be installed as designated herein, or as otherwise agreed upon by the parties. Except as otherwise provided in the Service Exhibit for the underlying Service, upon termination of Service, or when Customer replaces CPE with upgraded models, Customer must return terminated or replaced CPE at its own expense immediately. RIVR_Tech will provide Customer with return instructions. Customer will deliver CPE to RIVR_Tech in the same condition it was on the Effective Date, normal wear and tear excepted, and give RIVR_Tech written notice of such return. If CPE is not returned within twenty (20) calendar days of termination, Customer will become owner of and bear all responsibility for the terminated or replaced CPE and RIVR_Tech will invoice Customer the then-current retail rate of the applicable CPE model (“Replacement Cost”). If CPE is returned between ten (10) and twenty (20) calendar days of termination, customer will receive a partial charge for the then-current retail rate of the applicable CPE model.
3. Ownership and Use. CPE is the personal property of RIVR_Tech, its designee or a third-party provider, notwithstanding that the CPE, or any part thereof, may be affixed or attached to Customer’s real property or any improvements thereon. Customer has no right or interest to the CPE other than as provided herein and will hold the CPE subject and subordinate to the rights of RIVR_Tech. Customer will: (a) at its own expense, keep the CPE free and clear of any claims, liens, and encumbrances of any kind; and (b) make no alterations or affix any additions or attachments to the CPE, except as approved by RIVR_Tech in writing. Customer will not remove, alter or destroy any labels on the CPE and will allow RIVR_Tech the inspection of the CPE at any time. As between RIVR_Tech and Customer, Customer will bear the entire risk of loss, theft, casualty, destruction or damage to the CPE following delivery from any cause whatsoever (collectively, “Loss”), until returned to RIVR_Tech. Customer will indemnify, defend and hold harmless RIVR_Tech its affiliates, and contractors for any such Loss. Customer agrees to advise RIVR_Tech in writing within five business days of any such Loss. In no event will such Loss relieve Customer of the obligation to pay RIVR_Tech any amounts due hereunder.
4. Software. Software licensor has retained title to the software. To the extent possible, RIVR_Tech grants Customer a software license or sublicense in the software according to the licensing agreement accompanying such software, which extends only to Customer’s own internal business use of such software and only on or with the designated CPE. Software must be held in confidence and may not be reproduced unless specifically authorized by the software licensor. Customer is prohibited from reverse engineering, decompiling or disassembling the CPE or otherwise attempting to derive the source code of the software. All CPE is subject to the terms and conditions set forth in the manufacturer’s or publisher’s warranty or end-user license.
5. Charges. Charges will be invoiced to the customer immediately upon termination of service for any reason. If equipment is returned to the company in the original working condition, minus any normal wear and tear through normal use, within ten (10) calendar days, the customer will receive a full refund of any invoiced equipment charges. If the equipment is returned after ten (10) calendar days, but before twenty (20) calendar days after termination of service, in the original working condition, minus any normal wear and tear, the customer will receive a partial refund of any equipment charges invoiced. After twenty (20) calendar days, the customer retains all ownership of the equipment, and no refunds will be issued. Any refunds, full or partial, will be assessed against the original invoice.
6. CPE Replacement Recovery Charge. Where CPE rented from RIVR_Tech is replaced due to loss or damage not covered by maintenance (for example, damage from accident, misuse or abuse), Customer will pay: (a) the replacement cost for the damaged CPE, and (b) a one-time charge to cover RIVR_Tech’s cost to ship the new CPE. If Customer requires on-site assistance from RIVR_Tech to install the replacement CPE, an additional dispatch charge will apply. RIVR_Tech will quote the charges in advance, obtain Customer’s approval, and invoice the charges within 60 days. Replacement CPE may or may not be the same model.
7. Additional Limitation of Liabilities. If CPE contains a firewall or other security features, RIVR_Tech makes no warranty, guarantee, or representation, express or implied, that all security threats and vulnerabilities will be detected or that the performance of Service will render Customer’s systems invulnerable to security breaches. Customer is responsible for Customer’s own network security policy and security response procedures. If any equipment or software not provided by RIVR_Tech impairs Customer’s use of CPE, Service or a Service provided by RIVR_Tech: (a) Customer will nonetheless be liable for payment for all CPE, Service and underlying Service provided by RIVR_Tech; and (b) any Service Level Agreement generally applicable to the Service or Underlying Service will not apply.