RENTAL AGREEMENT – TERMS OF USE
LAST UPDATED: May 17th, 2017
Please read this Terms of Use (the “Agreement”) carefully. By renting electronic equipment or using the Services (as defined below) You agree to be bound by this Agreement, a Rental Quote provided to you and its Exhibits, if any.
This Agreement is between You and Aloc Rental Solutions LLC (“ALOC,” “We” or “Us”) concerning Your use of the Services, which may include rental of electronic equipment and ancillary services (collectively, the “Services”). All equipment that are part of the Services will be referred herein as “Property”
BY USING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE BOUNDED BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
The terms “We,” “Us,” and “Our” refer to ALOC and its affiliates. The term “You” and “Yours” refers to the client, whether as an individual or company, group of companies, or otherwise an organization, ordering the Services. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS TERM OF USE, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT YOU MUST NOT USE THE SERVICES. We may, at any time and at our sole discretion, revise or otherwise modify this Agreement. We will notify You of such changes via e-mail. If You do not agree with any revised terms, You may terminate this Agreement within 30 (thirty) calendar days from the date of the notification. If You fail to comply with the term indicated herein, We will consider Your full acceptance to the revised terms and conditions of the Agreement.
1. Term:
1.1. The rental shall commence on the day We deliver the Property to You and shall continue until the Property is returned, complete and in good working order, to Our location, or as otherwise specified in the Rental Quote (the “Rental”).
1.2. The Rental will automatically be renewed for successive Rental periods, unless otherwise specified in the Rental Quote, following the initial Rental term.
2. Title: You acknowledge that the Property rented by You belongs to Us and that You cannot sell, pledge, mortgage, or otherwise dispose of the Property unless You exercise Your Purchase Option and We have been paid in full for all payments due to Us. To protect Our rights to the Property, You give Us full authority to file any financing statement that We may deem appropriate.
3. Location: The Property shall be kept at the equipment location You have informed Us and may not be moved or relocated without Our prior written consent.
4. Usage: You shall make normal and ordinary use of the Property. In particular, You must provide a suitable location, including appropriate electrical power, for the Property and comply with the manufacturer’s operating instructions. IF ANY SOFTWARE IS SUPPLIED WITH THE PROPERTY, YOU AGREE TO BE BOUND BY ALL APPLICABLE LICENSES AND COPYRIGHT LAWS AND, WITH REGARD TO MICROSOFT PRODUCTS, YOU FURTHER ACKNOWLEDGE THAT USE OF THE MICROSOFT SOFTWARE ACCOMPANYING OUR PRODUCT IS GOVERNED BY MICROSOFT’S END USER LICENSE AGREEMENT ATTACHED HERETO. Additionally, You acknowledge and represent that any software, application, operating system or similar program (“Software”) that You may use in connection with the Property shall be under Your exclusive and sole responsibility. It is Your responsibility to hold harmless and indemnify ALOC, its affiliates, and/or third-parties if any claim connected with or damage caused by the illegal or inappropriate use of the Software by You, Your affiliates, or any third-party connected to You. ALOC will not and cannot control the validity or legality of the Software’s used in the Property by You, except with regards to software supplied with the Property and unless expressly stated otherwise in the Exhibit.
5. Maintenance, malfunctions, and damages:
5.1. During the term of the Rental and provided that the Property is kept where the Property has been delivered:
(a) We are responsible for the maintenance of the Property with regards to malfunctions and damages related to normal usage and ordinary wear and tear (the “Maintenance”). We may, at our sole discretion, repair or replace the defective Property within 8 business hours from the receipt of notice as provided for in Section 5.2;
(b) IT IS YOUR SOLE AND EXCLUSIVE RESPONSIBILITY TO BACK UP ALL INFORMATION AND DATA CONTAINED IN THE PROPERTY. WE WILL NOT BE LIABLE FOR ANY LOSS OF DATA WHATSOEVER, INCLUDING, BUT NOT LIMITED TO LOSS OF DATA ARISING OUT OF EVENTS SET FORTH ON SECTION 5.1(a); and
(c) You shall be responsible to any damages that are not related to the usual wear and tear, including but not limited to complete or partial damage or loss whether caused by fire, theft, robbery, or force majeure, or any other losses related to usage of the third-party software or hardware, and other damages arising out of misuse or intentional abuse of the Property. You will be responsible for the costs resulting from Damage to the Property, including full reimbursement of the Property value or service and repair charges.
5.2. If the Property is malfunctioning or is damaged in any way, You must notify Us no later than 8 hours after malfunction or damaged is identified and We will assess if such malfunction is a connected with a Damage or if it is a matter of Maintenance, and we will take the necessary action in connection therewith.
6. Insurance: We may request at any given time that You purchase an eligible insurance policy, to Our sole satisfaction, in the standard form of “all risk” and naming Us as “additional insured” and “loss payee.” (the “Insurance”).
6.1. If you fail to provide the Insurance in a timely manner upon request, We may terminate the Rental without any further notice pursuant to Section 11 of this Agreement.
7. Credit approval: We are not obliged to deliver the Property unless and until Your credit is approved by Us, at our sole discretion.
8. NO WARRANTIES: OTHER THAN PROVIDING YOU WITH OUR PROPERTY IN GOOD WORKING ORDER, NEITHER WE NOR ANY ASSIGNEE OF OURS MAKE ANY OTHER WARRANTIES WHATSOEVER. YOU ACKNOWLEDGE THAT BOTH THE PROPERTY AND THE MANUFACTURER OF SAID PROPERTY ARE ACCEPTABLE TO YOU. YOU FURTHER ACKNOWLEDGE THAT WE HAVE NOT MADE AND DO NOT MAKE ANY WARRANTY OR REPRESENTATION, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE MERCHANTABILITY AND FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT NO DEFECT OR UNFITNESS OF THE PROPERTY SHALL RELIEVE YOU OF YOUR OBLIGATION TO MAKE THE RENTAL PAYMENTS OR ANY OTHER OBLIGATIONS YOU MAY HAVE TO US UNDER THE TERMS OF THIS AGREEMENT. WE SHALL NOT BE LIABLE TO YOU FOR ANY LOSS, DAMAGE, OR EXPENSE OF ANY KIND OR NATURE THAT MAY RESULT FROM THE RENTAL OF OUR PROPERTY UNLESS IT IS A RESULT OF OUR NEGLIGENCE, IN WHICH CASE OUR TOTAL LIABILITY SHALL BE LIMITED TO THE RENTAL CHARGES FOR THAT PIECE OF PROPERTY EFFECTIVELY PAID BY YOU IN THE 12-MONTH PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
9. Payment: All payments, including applicable taxes and/or shipping and delivery charges, are due at the beginning of the initial Rental term and on the first day of each subsequent Rental period. All other payments are due when billed.
10. Late charges: If any payments have not been made within 30 days of the due date, We may impose a late charge equal to the lesser of $100.00 (one hundred U. S. Dollars) or 10% of the amount past due per month or the maximum rate permitted by law. We may also consider You to be in default and charge an interest rate of 0,5% per month.
11. Cancellation, early termination, and late return
11.1. Unless We receive written notice of cancellation at least fifteen business days prior to the commencement of the initial Rental term, You are responsible for a cancellation fee representing damages and costs incurred in reserving the Property for You, equals to 40% of the initial Rental.
11.2. After the commencement of the initial Rental and prior to its conclusion or any subsequent extensions, You may terminate the Rental by delivering to Us a written notice at least five business days in advance; in such case you will be charged for all rental incurred until the termination date plus a 40% penalty calculated over the outstanding future amount due on the Rental.
11.3. We may terminate the Rental:
(a) Prior to the conclusion of the initial Rental term or any subsequent extensions, by delivering to You a writing notice at least five business days in advance; or if (b) You fail to honor Your obligations under this Agreement; or
(c) You file for creditor protection under Federal or State laws; or
(d) You discontinue Your regular operations for five or more business days.
11.3.2. Under any of these circumstances, You will remain liable for the return of the Property, complete and in good working order, all outstanding payments, and any payments due for the balance of the initial Rental term or its extension.
11.3.3. Furthermore, You will be responsible for collection and/or attorney fees and expenses equal to the greater of 20% of the amounts due Us or $1,000.
12. Deposit: Following the return and Our inspection of the Property, provided that Property is complete and in good working order and all outstanding charges have been paid, We will return Your security deposit (without interest) within five business days.
13. General provisions:
13.1. The laws of the State of Florida shall govern this Agreement between You and Us.
13.2. Although You do not have the right to assign this Agreement, We do. If We exercise this right, We may direct You to make all future payments to another party at their address.
13.3. You hereby waive trial by jury in any action or proceeding pertaining to this Rental Agreement.
13.4. Paragraph headings are for convenience only.
13.5. This Agreement (and any other terms and conditions referenced herein) constitutes the entire Agreement between Us with respect to the Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between Us with respect to the Services. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
TERMS AND CONDITIONS REGARDING USE OF MICROSOFT SOFTWARE
This document governs the use of Microsoft software, which may include associated software, media, printed materials, and “online” or electronic documentation (individually and collectively, “Products”) provided by Aloc Rental Solutions LLC (hereinafter referred to as “Customer”). Customer does not own the Products and the use thereof is subject to certain rights and limitations of which Customer must inform you. Your right to use the Products is subject to the terms of your agreement with Customer, and to your understanding of, compliance with, and consent to the following terms and conditions, which Customer does not have authority to vary, alter, or amend.
1. DEFINITIONS.
2. “Client Software” means software that is installed on a Device that allows the Device to access or utilize the Products.
3. “Device” means each of a computer, workstation, terminal, handheld PC, pager, telephone, personal digital assistant, “smart phone,” server or any other hardware where software can be installed that would allow End User to interact with the Product.
4. “End User” means an individual or legal entity that obtains Software Services directly from Customer, or indirectly through a Software Services Reseller.
5. “Redistribution Software” means the software described in Paragraph 4 (“Use of Redistribution Software”) below.
6. “Software Services” means services that Customer provides to you that make available, display, run, access, or otherwise interact, directly or indirectly, with the Products. Customer must provide these services from data center(s) through the Internet, a telephone network or a private network, on a rental, subscription or services basis, whether or not Customer receives a fee. Software Services exclude any services involving installation of a Product directly on any End User device to permit an End User to interact with the Product.
7. OWNERSHIP OF PRODUCTS. The Products are licensed to Customer from an affiliate of the Microsoft Corporation (collectively “Microsoft”). Microsoft Products are protected by copyright and other intellectual property rights. Products and other Product elements including but not limited to any images, photographs, animations, video, audio, music, text and “applets” incorporated into the Products are owned by Microsoft or its suppliers. You may not remove, modify or obscure any copyright trademark or other proprietary rights notices that are contained in or on the Products. The Products are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Your possession, access, or use of the Products does not transfer any ownership of the Products or any intellectual property rights to you.
8. USE OF CLIENT SOFTWARE. You may use the Client Software installed on your Devices only in accordance with your agreement with Customer and the terms under this document, and only in connection with the Software Services, provided to you by Customer. The terms of this document permanently and irrevocably supersede the terms of any Microsoft End User License Agreement that may be presented in electronic form during the installation and/or use of the Client Software.
9. USE OF REDISTRIBUTION SOFTWARE. In connection with the Software Services provided to you by Customer, you may have access to certain “sample,” “redistributable” and/or software development software code and tools (individually and collectively “Redistribution Software”). You may use, copy and/or install the Redistribution Software only in accordance with the terns of your agreement with Customer and this document and/or your agreement with Customer.
10. COPIES. You may not make any copies of the Products; provided, however, that you may (a) make one copy of Client Software on your Device as expressly authorized by Customer; and (b) you may make copies of certain Redistribution Software in accordance with Paragraph 4 (Use of Redistribution Software). You must erase or destroy all such Client Software and/or Redistribution Software upon termination or cancellation of your agreement with Customer, upon notice from Customer or upon transfer of your Device to another person or entity, whichever occurs first. You may not copy any printed materials accompanying the Products.
11. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the Products, except and only to the extent that applicable law, notwithstanding this limitation, expressly permits such activity.
12. NO RENTAL. You may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute the Products to any third party, and may not permit any third party to have access to and/or use the functionality of the Products except for the sole purpose of accessing the functionality of the Products in the form of Software Services in accordance with the terms of this agreement and any agreement between you and Customer.
13. TERMINATION. Without prejudice to any other rights, Customer may terminate your rights to use the Products if you fail to comply with these terms and conditions. In the event of termination or cancellation of your agreement with Customer or Customer’s agreement with Microsoft under which the Products are licensed, you must stop using and/or accessing the Products, and destroy all copies of the Products and all of their component parts within thirty (30) days of the termination of your agreement with Customer.
14. NO WARRANTIES, LIABILITIES OR REMEDIES BY MICROSOFT. Microsoft disclaims, to the extent permitted by applicable law, all warranties and liability for damages by Microsoft or its suppliers for any damages and remedies whether direct, indirect or consequential, arising from the Software Services. Any warranties and liabilities are provided solely by Customer and not by Microsoft, its affiliates or subsidiaries.
15. PRODUCT SUPPORT. Any support for the Software Services is provided to you by Customer or a third party on Customer’s behalf and is not provided by Microsoft, its suppliers, affiliates or subsidiaries.
16. NOT FAULT TOLERANT. The Products are not fault-tolerant and are not guaranteed to be error free or to operate uninterrupted. You must not use the Products in any application or situation where the Product(s) failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage (“High Risk Use”).
17. EXPORT RESTRICTIONS. The Products are subject to U.S. export jurisdiction. Customer must comply with all applicable laws including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information, see http://www.microsoft.com/exporting/.
18. LIABILITY FOR BREACH. In addition to any liability you may have to Customer, you agree that you will also be legally responsible directly to Microsoft for any breach of these terms and conditions.
19. INFORMATION DISCLOSURE. You must permit Customer to disclose any information requested by Microsoft under the Customer’s Agreement. Microsoft will be an intended third party beneficiary of your agreement with Customer, with the right to enforce provisions of your agreement with Customer and to verify your compliance.