EnvisionWare Rental Terms and Conditions

EQUIPMENT RENTAL STANDARD TERMS AND CONDITIONS

The purpose of this Equipment Rental Standard Terms and Conditions Document (“Terms Document”) is to establish the terms for temporary use of EnvisionWare’s equipment as defined below according to the terms of this Terms Document. This Terms Document is between EnvisionWare, Inc. (“EnvisionWare”) and you (“Customer”). Together, EnvisionWare and Customer are referred to as the “Parties.” This Terms Document is made part of and incorporated in the Quotation.

1. Definitions:

A.    “Rental Start Date”: As displayed on the rental invoice
B.    “Rental End Date”: As displayed on the rental invoice
C.    “Equipment”: RFID Conversion Cart
D.    “Rent”: $1,500.00 for a total of three (3) months
E.    “Initial Rental Term”: Three (3) months
F.    “Rental Term”: the rental period after the Initial Rental Term
G.    “Monthly Rental Rate”: $600.00 per month after the initial three (3) month rental period

2.    RENTAL TERM. EnvisionWare hereby rents to Customer the Equipment for a minimum of three (3) months. The Initial Rental Term will start on the Start Date and will end on the End Date noted above. The Initial Rental Term may be extended at the Monthly Rental Rate by a written addendum (in the form as attached hereto, or as otherwise agreed upon) to this Terms Document accepted by both Parties.

3.    RENTAL PAYMENTS. Customer shall pay the Rent for the Initial Rental Term no later than thirty (30) days after receipt of the Equipment. If Customer continues to rent the Equipment after the Initial Rental Term, Customer agrees to pay to EnvisionWare the Monthly Rental Rate for the Equipment. Rent payments shall be due and payable within thirty (30) days of invoice.

4.    LATE CHARGES. Rent payments not made within five (5) days of the due date are subject to a late charge of the lesser of one and one-half percent (1.5%) per month or the maximum rate allowed by law until paid.

5.    DELIVERY AND RETURN. EnvisionWare shall be responsible for all expenses and costs of shipping the Equipment to Customer’s premises at the beginning of the Initial Rental Term. At the conclusion of the Initial Rental Term, Customer shall surrender the Equipment to EnvisionWare by delivering the Equipment to EnvisionWare’s principal business address in good condition and working order, ordinary wear and tear excepted. At the conclusion of the Initial Rental Term, Customer must provide EnvisionWare with either: (a) a return tracking number, (b) request to extend rental period for another month or three months, or (c) a valid purchase order as proof of intent to purchase the Equipment. Customer understands that if EnvisionWare is not in receipt of one of the three options above in this section within ten (10) days of expiration of the Initial Rental Term, EnvisionWare will assume that Customer wishes to continue the Equipment rental on a month-to-month basis (the Rental Term) at the Monthly Rental Rate and EnvisionWare will send Customer an invoice for the first month’s rent. Customer is responsible for and shall pay all costs for return shipment. Once the Equipment has been prepared for return shipment, Customer agrees to send the tracking number to operations-us@envisionware.com to let EnvisionWare know that the Equipment is being returned (option “(a)” above in this section). Customer is strongly encouraged to retain the shipping box and obtain insurance on their return shipment.

6.    POSSESSION AND SURRENDER OF EQUIPMENT. Customer shall be entitled to possession of the Equipment on the first day of the Initial Rental Term.

7.    USE OF EQUIPMENT. Customer shall only use the Equipment in a careful and proper manner and will comply with all applicable laws, rules, regulations, ordinances, statutes, insurance policies, manufacturers recommended procedures, and orders regarding the possession, use, maintenance or storage of the Equipment.

8.    PRE-INSTALLATION OF SOFTWARE. If Customer already owns an EnvisionWare RFID Software Suite™ Software Site License, Customer’s RFID Software will be installed on the Equipment before shipment. If not, an RFID Software evaluation license that expires at the end of the Initial Rental Term (unless Customer extends rental thereafter) will be installed on the Equipment before shipment.

9.    SUPPORT. EnvisionWare will provide technical support for the Equipment and the EnvisionWare RFID Software Suite™ Software on it during the Initial Rental Term and the Rental Term. EnvisionWare agrees to provide access to the EnvisionWare On-Line Knowledge Base and Technical Documentation in the EnvisionWare Customer Center during the Initial Rental Term and the Rental Term.

10.    EULA. Customer agrees to abide by the terms of the EnvisionWare End User License Terms Document and Limited Warranty (the “EULA”), which is in force between the Parties and incorporated herein by reference.

11.    CONDITION OF EQUIPMENT AND REPAIR. Customer or Customer’s agent will inspect the Equipment and acknowledge that the Equipment is in good and acceptable condition upon receipt of the Equipment.

12.    MAINTENANCE, DAMAGE AND LOSS. Customer assumes and shall bear all risk of, and shall promptly notify EnvisionWare of any occurrence of any damage to or loss, theft, confiscation or destruction of the Equipment. The occurrence of such loss or damage shall not relieve Customer of any obligation hereunder. Customer will, at Customer’s sole expense, keep and maintain the Equipment in good, clean condition, working order and repair. In the event the Equipment is lost or damaged beyond repair, Customer shall pay to EnvisionWare the replacement cost of the Equipment; in addition, the obligations of this Terms Document shall continue in full force and effect through the Initial Rental Term and the Rental Term.

13.    DEFAULTS. Each of the following events is an “Event of Default” (a) Customer fails to pay when due, any Rent, late payment charges or any other payment hereunder; or (b) Customer fails to perform any of the other terms, covenants or conditions of this Terms Document; or (c) Customer attempts to sell, transfer, encumber, part with possession, or sublet the Equipment; or (d) Customer becomes insolvent, makes a general assignment for the benefit of creditors or enters into a composition Terms Document with its creditors; or (e) a receiver, trustee, conservator or liquidator of all or a substantial portion of Customer’s assets is appointed; or (f) a petition is filed by or against Customer under the Bankruptcy Code or under any other insolvency law of laws providing for the relief of debtors. Upon the occurrence of an Event of Default and in addition to all other rights and remedies provided herein or under law, all of which rights and remedies are cumulative and not exclusive, EnvisionWare may: (a) recover from Customer all Rent and other payments which are due and unpaid; (b) proceed by appropriate court action or actions either at law or in equity, to enforce performance by Customer of the applicable covenants under this Terms Document; or (c) terminate this Terms Document, repossess the Equipment, and recover direct and incidental damages for the breach thereof; or (d) hold Customer liable for any difference between the Rent that would have been payable under this Terms Document during the balance of the unexpired term and any rent paid by any successive Customer if the Equipment is re-let minus the cost and expenses of such re-letting; or (e)in the event EnvisionWare is unable to re-let the Equipment during any remaining term of this Terms Document EnvisionWare may at its option hold Customer liable for the balance of the unpaid rent under this Terms Document as if this Terms Document had continued in force. EnvisionWare may recover from Customer all costs of collection, including without limitation, attorney’s fees. The exercise or partial exercise of, or failure to exercise, any remedy shall not restrict EnvisionWare from further exercise of that remedy or any other remedy otherwise available.

14.    INSURANCE. Customer, at its own cost and expense, shall keep the Equipment insured against all risk of loss or damage from every cause whatsoever for not less than the full replacement cost thereof. Customer shall also obtain and maintain liability insurance, covering both personal injury and property damage arising out of or in connection with the use or operation of the Equipment. All such insurance shall be in such form and for such amounts, as shall be acceptable to EnvisionWare, and shall name EnvisionWare or EnvisionWare’s assignee as an additional insured. Upon request by EnvisionWare, Customer shall promptly provide proof of such insurance.

15.    NET LEASE. All costs, expenses and other liabilities associated with the Equipment shall be borne solely by Customer. Customer’s obligation to pay rent is absolute and unconditional, and not subject to any abatement, deferment, reduction, setoff, defense, counterclaim or recoupment for any reason whatsoever.

16.    DISCLAIMER OF WARRANTIES; EXCLUSION OF CONSEQUENTIAL DAMAGES. Customer acknowledges that EnvisionWare is not the manufacturer of the Equipment nor the manufacturer’s agent. ENVISIONWARE HAS NOT MADE, AND DOES NOT MAKE, ANY REPRESENTATION OR WARRANTY WHATSOEVER, EITHER EXPRESS OR IMPLIED, AND ENVISIONWARE EXPRESSLY DISCLAIMS ALL WARRANTIES OF FITNESS, CONDITION, MERCHANTABILITY, DESIGN OR OPERATION OF THE EQUIPMENT, ITS FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, THE QUALITY OR CAPACITY OF THE MATERIALS IN THE EQUIPMENT OR WORKMANSHIP IN THE EQUIPMENT,. EnvisionWare shall not be liable to Customer for any loss, damage, or expense of any kind or nature caused, directly or indirectly, by the Equipment of the use or maintenance thereof or the failure of operation thereof, or the repair, service or adjustment thereof, or by any delay or failure to provide any such maintenance, repairs, service or adjustment, or by any interruption of service or loss of use thereof. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ENVISIONWARE SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CUSTOMER OR ANY THIRD PARTY, FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED HEREUNDER.

17.    ENCUMBRANCES, TAXES AND OTHER LAWS. Customer shall keep the Equipment free and clear of any liens or other encumbrances, and shall not permit any act whereby EnvisionWare’s title or rights may be negatively affected. Furthermore, Customer shall promptly pay all taxes, including without limitation sales and use taxes, fees, licenses and governmental charges, together with any penalties or interest thereon, relating to the possession, use or maintenance of the Equipment by Customer.

18.    OWNERSHIP. Title to the Equipment shall at all times remain vested in EnvisionWare.

19.    ASSIGNMENT. EnvisionWare may assign, transfer or convey any or all of EnvisionWare’s rights or obligations in this Terms Document or the Equipment. Neither this Terms Document nor any of Customer’s rights or obligations hereunder may be assigned, transferred or conveyed without EnvisionWare’s prior written consent. Any assignment, transfer or conveyance in violation hereof shall be of no power or effect.

20.    BINDING EFFECT. The covenants and conditions contained in the Terms Document shall apply to and bind the Parties and the heirs, legal representatives, successors and permitted assigns of the Parties.

21.    GOVERNING LAW. This Terms Document shall be governed by and construed in accordance with the laws of the State of Georgia. The Parties consent to the exclusive personal and subject matter jurisdiction and venue in the state and federal courts in the state of Georgia.

22.    NOTICE. Any notice required or otherwise given pursuant to this Terms Document shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service to the contact addresses on the first page of this Terms Document. Either party may change such addresses from time to time by providing notice as set forth above.

23.    ENTIRE TERMS DOCUMENT. This Terms Document constitutes the entire Terms Document between the Parties and supersedes any prior understanding or representation of any kind preceding the effective date of this Terms Document. There are no other promises, conditions, understandings or other Terms Documents, whether oral or written, relating to the subject matter of this Terms Document. This Terms Document may not be modified unless in writing and signed by both EnvisionWare and Customer.

24.    SEVERABILITY. If any part or parts of this Terms Document shall be held unenforceable for any reason, the remainder of this Terms Document shall continue in full force and effect. If any provision of this Terms Document is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

25.    CUMULATIVE RIGHTS. All remedies of EnvisionWare are cumulative, are in addition to any other remedies provided for by law, and may, to the extent permitted by law, be exercised concurrently. The exercise of any one remedy will not be deemed an election of such remedy or preclude the exercise of any other remedy.

26.    WAIVER. The failure of either party to enforce any provisions of this Terms Document shall not be deemed a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Terms Document. The acceptance of Rent by EnvisionWare does not waive EnvisionWare’s right to enforce any provisions of this Terms Document.

27.    INDEMNIFICATION. Customer shall indemnify EnvisionWare, its officers, employees, agents, and their respective successors and assigns (“Indemnified Persons”) against all claims, liabilities, losses, damages, costs and expenses whatsoever (except those directly and primarily caused by the Indemnified Person’s gross negligence; misfeasance or malfeasance), including reasonable attorneys’ fees, in any way relating to or arising out of this Terms Document, including without limitation the possession, maintenance or use of the Equipment. Customer’s indemnity obligation shall survive the termination of or cancellation of this Terms Document.

28.    TIME. Time is of the essence in this Terms Document.

==End of Rental Terms and Conditions==

EMAIL TEMPLATE FOR MONTHLY EXTENSION/RENEWAL

The information below will appear in an email if you notify operations-us@envisionware.com that you wish to extend your rental beyond the Initial Rental Term.

This addendum (“Addendum”), dated effective as of _____________________ (the “Addendum Effective Date”) hereby amends the Equipment Rental Terms Document (“Terms Document”) existing between EnvisionWare, Inc. and the Customer identified below. All capitalized terms shall have the meaning as in the Terms Document. The Terms Document is hereby amended as follows:

The “Rental Term” shall start on _________________ and shall continue monthly at the Monthly Rental Rate until terminated in writing by either of the Parties.

The “Monthly Rental Rate” shall be $600.00 per month.

In order to amend the Rental program please reply to this email confirming your acceptance of the extension and the related terms.